BANNER CORP (BANR)

CIK: 0000946673. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-25.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=946673. Latest filing source: 0000946673-26-000009.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000946673.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-05. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000946673.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000946673-26-000127.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-05. Report date: 2026-03-31.

ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Overview

Banner is a bank holding company incorporated in the State of Washington, which wholly owns its subsidiary bank, Banner Bank. The Bank is a Washington-chartered commercial bank that conducts business from its main office in Walla Walla, Washington, and as of March 31, 2026, it had 135 branch offices and 15 loan production offices located in Washington, Oregon, California, Idaho, Utah and Nevada.  Banner is subject to regulation by the Federal Reserve.  The Bank is subject to regulation by the Washington State Department of Financial Institutions – Division of Banks (the DFI) and the Federal Deposit Insurance Corporation (the FDIC).  As of March 31, 2026, we had total consolidated assets of $16.34 billion, total loans of $11.71 billion, total deposits of $13.84 billion and total shareholders’ equity of $1.97 billion.

The Bank is a regional bank that offers a wide variety of commercial banking services and financial products to individuals, businesses and public sector entities in its primary market areas.  The Bank’s primary business is that of traditional banking institutions, accepting deposits and originating loans in locations surrounding our offices.  The Bank is also an active participant in secondary loan markets, engaging in mortgage banking operations through the origination and sale of one- to four-family residential loans.  Lending activities include commercial business and commercial real estate loans, agriculture business loans, construction and land development loans, one- to four-family and multifamily residential loans, SBA loans and consumer loans.

The Company’s successful execution of its super community bank model and strategic initiatives has delivered solid core operating results and profitability over the last several years. The Company’s longer term strategic initiatives continue to focus on originating high quality assets and client acquisition, which we believe will continue to generate strong revenue while maintaining the Company’s moderate risk profile.

First Quarter 2026 Financial Highlights

•Net interest margin, on a tax equivalent basis, was 4.11% for current quarter, compared to 4.03% in the preceding quarter.

•Revenue was $169.3 million for the first quarter of 2026, compared to $167.7 million in the preceding quarter.

•Net interest income was $150.2 million in the first quarter of 2026, compared to $152.4 million in the preceding quarter.

•Mortgage banking operations revenue was $3.2 million for the first quarter of 2026, compared to $3.6 million in the preceding quarter.

•Return on average assets was 1.37%, compared to 1.24% in the preceding quarter.

•Net loans receivable were $11.55 billion at March 31, 2026, compared to $11.56 billion at December 31, 2025.

•Total deposits increased to $13.84 billion at March 31, 2026, compared to $13.74 billion at December 31, 2025.

•Core deposits represented 89% of total deposits at March 31, 2026.

•Non-performing assets were $51.7 million, or 0.32% of total assets, at March 31, 2026, compared to $51.2 million, or 0.31% of total assets at December 31, 2025.

•The allowance for credit losses - loans was $160.4 million, or 1.37% of total loans receivable, as of March 31, 2026, compared to $160.3 million, or 1.37% of total loans receivable, at December 31, 2025.

•Dividends paid to shareholders were $0.50 per share in the quarter ended March 31, 2026.

•Common shareholders’ equity per share increased 2% to $58.06 at March 31, 2026, compared to $57.08 at December 31, 2025.

•Tangible common shareholders’ equity per share* increased 2% to $47.00 at March 31, 2026, compared to $46.09 at December 31, 2025.

•Repurchased 250,000 shares of Banner common stock during the first quarter of 2026 at an average price of $64.56 per share.

*Non-GAAP Financial Measures: Management has presented non-GAAP financial measures in this discussion and analysis because it believes these measures provide useful and comparative information to assess trends in our core operations and to facilitate the comparison of our performance with the performance of our peers. However, these non-GAAP financial measures are supplemental and are not a substitute for any analysis based on GAAP. Where applicable, we have also presented comparable earnings information using GAAP financial measures. For a reconciliation of these non-GAAP financial measures, see the tables below. Because not all companies use the same calculations, our presentation may not be comparable to other similarly titled measures as calculated by other companies.

Adjusted revenue, adjusted diluted earnings per share, adjusted return on average assets, adjusted return on average equity, return on average tangible common equity, and adjusted efficiency ratio are non-GAAP financial measures. To calculate these non-GAAP measures, we make adjustments to our GAAP revenues and expenses as reported on our Consolidated Statements of Operations. Management believes that these non-GAAP financial measures provide information to investors that is useful in evaluating the operating performance and trends of financial services companies, including the Company (dollars in thousands except per share data).

Quarters Ended

Mar 31, 2026

Dec 31, 2025

Mar 31, 2025

ADJUSTED REVENUE

Net interest income (GAAP)

$

150,169 

$

152,448 

$

141,083 

Non-interest income (GAAP)

19,161 

15,225 

19,108 

Total revenue (GAAP)

169,330 

167,673 

160,191 

Exclude: Net loss on sale of securities

1,242 

— 

— 

Net change in valuation of financial instruments carried at fair value

(1,662)

2,010 

(315)

Losses on building and lease exits

— 

169 

— 

Adjusted revenue (non-GAAP)

$

168,910 

$

169,852 

$

159,876 

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Quarters Ended

Mar 31, 2026

Dec 31, 2025

Mar 31, 2025

ADJUSTED EARNINGS

Net income (GAAP)

$

54,716 

$

51,249 

$

45,135 

Exclude: Net loss on sale of securities

1,242 

— 

— 

Net change in valuation of financial instruments carried at fair value

(1,662)

2,010 

(315)

Building and lease exit costs, net

9 

603 

— 

Related net tax expense (benefit)

99 

(627)

76 

Total adjusted earnings (non-GAAP)

$

54,404 

$

53,235 

$

44,896 

Diluted earnings per share (GAAP)

$

1.60 

$

1.49 

$

1.30 

Adjusted diluted earnings per share (non-GAAP)

$

1.59 

$

1.55 

$

1.29 

Return on average assets

1.37 

%

1.24 

%

1.15 

%

Adjusted return on average assets (1)

1.36 

%

1.29 

%

1.14 

%

Return on average equity

11.29 

%

10.56 

%

10.17 

%

Adjusted return on average equity (2)

11.23 

%

10.97 

%

10.12 

%

AVERAGE TANGIBLE COMMON EQUITY

Quarters Ended

Mar 31, 2026

Dec 31, 2025

Mar 31, 2025

Net Income (GAAP)

$

54,716 

$

51,249 

$

45,135 

Exclude: Amortization of intangibles, net of tax

202 

249 

360 

Tangible net income available to common shareholders (non-GAAP)

$

54,918 

$

51,498 

$

45,495 

Average common shareholder’s equity

$

1,965,463 

$

1,925,529 

$

1,799,078 

Exclude: Average goodwill and other intangible assets, net

374,477 

374,764 

375,943 

Average tangible common equity

$

1,590,986 

$

1,550,765 

$

1,423,135 

Return on average equity

11.29 

%

10.56 

%

10.17 

%

Return on average tangible common equity (3)

14.00 

%

13.17 

%

12.96 

%

Quarters Ended

Mar 31, 2026

Dec 31, 2025

Mar 31, 2025

ADJUSTED EFFICIENCY RATIO

Non-interest expense (GAAP)

$

102,608 

$

104,145 

$

101,259 

Exclude: CDI amortization

(256)

(315)

(456)

State and municipal tax expense

(1,820)

(1,751)

(1,454)

REO operations

(109)

43 

61 

Building and lease exit costs

(9)

(434)

— 

Adjusted non-interest expense (non-GAAP)

$

100,414 

$

101,688 

$

99,410 

Net interest income (GAAP)

$

150,169 

$

152,448 

$

141,083 

Non-interest income (GAAP)

19,161 

15,225 

19,108 

Total revenue (GAAP)

169,330 

167,673 

160,191 

Exclude: Net loss on sale of securities

1,242 

— 

— 

Net change in valuation of financial instruments carried at fair value

(1,662)

2,010 

(315)

Losses on building and lease exits

— 

169 

— 

Adjusted revenue (non-GAAP)

$

168,910 

$

169,852 

$

159,876 

Efficiency ratio (GAAP)

60.60 

%

62.11 

%

63.21 

%

Adjusted efficiency ratio (non-GAAP) (4)

59.45 

%

59.87 

%

62.18 

%

(1)Adjusted earnings (non-GAAP) divided by average assets.

(2)Adjusted earnings (non-GAAP) divided by average equity.

(3)Tangible net income (non-GAAP) divided by average tangible common equity (non-GAAP).

(4)Adjusted non-interest expense (non-GAAP) divided by adjusted revenue (non-GAAP).

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The ratio of tangible common shareholders’ equity to tangible assets is also a non-GAAP financial measure. We calculate tangible common equity by excluding goodwill and other intangible assets from shareholders’ equity. We calculate tangible assets by excluding the balance of goodwill and other intangible assets from total assets. We believe that this is consistent with the treatment by our bank regulatory agencies, which exclude goodwill and other intangible assets from the calculation of risk-based capital ratios. Management believes that this non-GAAP financial measure provides information to investors that is useful in understanding the basis of our capital position (dollars in thousands except share and per share data).

TANGIBLE COMMON SHAREHOLDERS’ EQUITY TO TANGIBLE ASSETS

March 31, 2026

December 31, 2025

March 31, 2025

Shareholders’ equity (GAAP)

$

1,966,634 

$

1,946,297 

$

1,833,453 

Exclude goodwill and other intangible assets, net

374,356 

374,612 

375,723 

Tangible common shareholders’ equity (non-GAAP)

$

1,592,278 

$

1,571,685 

$

1,457,730 

Total assets (GAAP)

$

16,344,272 

$

16,354,488 

$

16,170,812 

Exclude goodwill and other intangible assets, net

374,356 

374,612 

375,723 

Total tangible assets (non-GAAP)

$

15,969,916 

$

15,979,876 

$

15,795,089 

Common shareholders’ equity to total assets (GAAP)

12.03 

%

11.90 

%

11.34 

%

Tangible common shareholders’ equity to tangible assets (non-GAAP)

9.97 

%

9.84 

%

9.23 

%

TANGIBLE COMMON SHAREHOLDERS’ EQUITY PER SHARE

March 31, 2026

December 31, 2025

March 31, 2025

Shareholders’ equity (GAAP)

$

1,966,634 

$

1,946,297 

$

1,833,453 

Tangible common shareholders’ equity (non-GAAP)

$

1,592,278 

$

1,571,685 

$

1,457,730 

Common shares outstanding at end of period

33,875,098 

34,097,856 

34,489,972 

Common shareholders’ equity (book value) per share (GAAP)

$

58.06 

$

57.08 

$

53.16 

Tangible common shareholders’ equity (tangible book value) per share (non-GAAP)

$

47.00 

$

46.09 

$

42.27 

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding our financial condition and results of operations.  The information contained in this section should be read in conjunction with the Consolidated Financial Statements and accompanying Selected Notes to the Consolidated Financial Statements contained in Item 1 of this Form 10-Q.

Summary of Critical Accounting Estimates

Our critical accounting estimates are described in detail in the Critical Accounting Estimates section of our 2025 Form 10-K. The condensed consolidated financial statements are prepared in conformity with GAAP and follow general practices within the financial services industry in which the Company operates. This preparation requires Management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements. As this information changes, actual results could differ from the estimates, assumptions, and judgments reflected in the financial statements. Certain esti

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-25. Report date: 2025-12-31.

Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to assist in understanding our financial condition and results of operations. The information contained in this section should be read in conjunction with the Consolidated Financial Statements and accompanying Notes to the Consolidated Financial Statements contained in this Form 10-K.

Executive Overview

Banner’s successful execution of its super community bank model and strategic initiatives has delivered solid core operating results and profitability over the last several years. The Company’s longer term strategic initiatives continue to focus on originating high-quality assets and client acquisition, which we believe will continue to generate strong revenue while maintaining the Company’s moderate risk profile.

2025 Financial Highlights

•Net interest margin, on a tax equivalent basis, was 3.96% compared to 3.75% in the prior year.

•Revenues were $660.7 million for the year ended December 31, 2025, compared to $608.6 million for the prior year.

•Adjusted revenue* (the total of net interest income and total non-interest income adjusted for the net gain or loss on the sale of securities, the net change in valuation of financial instruments, and gains or losses incurred on building and lease exits) was $661.5 million for the year ended December 31, 2025, compared to $614.8 million for the prior year.

•Net interest income was $587.9 million for the year ended December 31, 2025, compared to $541.7 million for the prior year.

•Mortgage banking revenue was $13.2 million for the year ended December 31, 2025, compared to $12.2 million in the prior year.

•Income from deposit fees and other service charges was $43.2 million for the year ended December 31, 2025, compared to $43.4 million for the prior year.

•Return on average assets was 1.21% for year ended December 31, 2025, compared to 1.07% for the prior year.

•Net loans receivable increased 3% to $11.56 billion at December 31, 2025, compared to $11.20 billion a year ago.

•Total deposits were $13.74 billion at December 31, 2025, compared to $13.51 billion a year ago.

•Core deposits represented 89% of total deposits at December 31, 2025.

•Non-performing assets were $51.2 million, or 0.31% of total assets, at December 31, 2025, compared to $39.6 million, or 0.24% of total assets, a year ago.

•The allowance for credit losses - loans was $160.3 million, or 1.37% of total loans receivable, at December 31, 2025, compared to $155.5 million, or 1.37% of total loans receivable a year ago.

•Cash dividends paid to shareholders were $1.94 per share, up from $1.92 per share paid in the prior year.

•Common shareholders’ equity per share increased to $57.08 at December 31, 2025, compared to $51.49 a year ago.

•Tangible common shareholders’ equity per share* increased 14% to $46.09 at December 31, 2025, compared to $40.57 a year ago.

* Represents a non-GAAP financial measure. For a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure, see “Non-GAAP Financial Measures” below.

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Selected Financial Data: The following condensed consolidated statements of financial condition and operations and selected performance ratios as of December 31, 2025, 2024 and 2023, and for the years then ended have been derived from our audited consolidated financial statements.

FINANCIAL CONDITION DATA:

December 31

(In thousands, except shares)

2025

2024

2023

Total assets

$

16,354,488 

$

16,200,037 

$

15,670,391 

Cash and securities (1)

3,400,097 

3,607,933 

3,687,302 

Loans receivable, net

11,561,411 

11,199,135 

10,660,812 

Deposits

13,743,146 

13,514,398 

13,029,497 

Borrowings

336,866 

563,012 

665,141 

Total shareholders’ equity

1,946,297 

1,774,326 

1,652,691 

Shares outstanding

34,097,856 

34,459,832 

34,348,369 

 OPERATING DATA:

For the Year Ended December 31

(In thousands)

2025

2024

2023

Interest income

$

804,955 

$

766,103 

$

701,572 

Interest expense

217,036 

224,387 

125,567 

Net interest income

587,919 

541,716 

576,005 

Provision for credit losses

13,045 

7,581 

10,789 

Net interest income after provision for credit losses

574,874 

534,135 

565,216 

Deposit fees and other service charges

43,240 

43,371 

41,638 

Mortgage banking operations revenue

13,244 

12,207 

11,817 

Net gain (loss) on sale of securities

374 

(5,190)

(19,242)

Net change in valuation of financial instruments carried at fair value

(1,384)

(982)

(4,218)

All other non-interest income

17,340 

17,482 

14,414 

Total non-interest income

72,814 

66,888 

44,409 

Salary and employee benefits

260,706 

250,555 

244,563 

All other non-interest expenses

148,068 

140,983 

137,975 

Total non-interest expense

408,774 

391,538 

382,538 

Income before provision for income tax expense

238,914 

209,485 

227,087 

Provision for income tax expense

43,532 

40,587 

43,463 

Net income

$

195,382 

$

168,898 

$

183,624 

PER COMMON SHARE DATA:

At or For the Years Ended December 31

2025

2024

2023

Net income:

Basic

$

5.67 

$

4.90 

$

5.35 

Diluted

5.64 

4.88 

5.33 

Diluted adjusted earnings per share (11)

5.70 

5.01 

5.88 

Common shareholders’ equity per share (2)

57.08 

51.49 

48.12 

Common shareholders’ tangible equity per share (2)(11)

46.09 

40.57 

37.09 

Cash dividends

1.94 

1.92 

1.92 

Dividend payout ratio (basic)

34.22 

%

39.18 

%

35.89 

%

Dividend payout ratio (diluted)

34.40 

%

39.34 

%

36.02 

%

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OTHER DATA:

As of December 31,

2025

2024

2023

Full-time equivalent employees

1,943 

1,956 

1,966 

Number of branches

135 

135 

135 

KEY FINANCIAL RATIOS:

At or For the Years Ended December 31

2025

2024

2023

Performance Ratios:

Return on average assets (3)

1.21 

%

1.07 

%

1.18 

%

Adjusted return on average assets (4) (11)

1.22 

1.10 

1.30 

Return on average common equity (5)

10.51 

9.91 

11.94 

Adjusted return on average equity (6) (11)

10.63 

10.19 

13.17 

Return on average tangible common equity (7) (11)

13.16 

12.73 

15.87 

Average common equity to average assets

11.48 

10.80 

9.88 

Net interest margin (tax equivalent) (8)

3.96 

3.75 

4.01 

Non-interest income to average assets

0.45 

0.42 

0.29 

Non-interest expense to average assets

2.52 

2.48 

2.46 

Efficiency ratio (9)

61.87 

64.33 

61.66 

Adjusted efficiency ratio (11)

60.19 

62.29 

57.89 

Average interest-earning assets to average funding liabilities

108.11 

107.60 

106.67 

Loans to deposits ratio

85.60 

84.26 

83.05 

Selected Financial Ratios:

Allowance for credit losses - loans as a percent of total loans at end of period

1.37 

1.37 

1.38 

Net charge-offs as a percent of average outstanding loans during the period

(0.06)

(0.02)

(0.03)

Non-performing assets as a percent of total assets (10)

0.31 

0.24 

0.19 

Allowance for credit losses - loans as a percent of non-performing loans (10)

351.18 

420.83 

505.52 

Common shareholders’ equity to total assets

11.90 

10.95 

10.55 

Common shareholders’ tangible equity to tangible assets (11)

9.84 

8.84 

8.33 

Consolidated Capital Ratios:

Total capital to risk-weighted assets

14.69 

15.04 

14.58 

Tier 1 capital to risk-weighted assets

13.44 

13.08 

12.64 

Tier 1 capital to average leverage assets

11.41 

11.05 

10.56 

Common equity tier I capital to risk-weighted assets

12.81 

12.44 

11.97 

(1)Includes available-for-sale and held-to-maturity securities.

(2)Calculated using common shares outstanding at the end of the period.

(3)Net income divided by average assets.

(4)Adjusted earnings (non-GAAP) divided by average assets.

(5)Net income divided by average common equity.

(6)Adjusted earnings (non-GAAP) divided by average equity.

(7)Net income divided by average tangible common equity.

(8)Net interest income as a percent of average interest-earning assets on a tax equivalent basis.

(9)Non-interest expenses divided by the total of net interest income and non-interest income.

(10)Non-performing loans consist of nonaccrual loans and loans 90 days or more past due and still accruing interest. Non-performing assets consist of non-performing loans and REO.

(11)Represents a non-GAAP financial measure. For a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measure, see, “Non-GAAP Financial Measures” below.

Non-GAAP Financial Measures

Management has presented non-GAAP financial measures in this discussion and analysis because it believes that they provide useful information to assess trends in our core operations and to facilitate the comparison of our performance with our peers. However, these non-GAAP financial measures are supplemental to, and not a substitute for, any analysis based on GAAP. The most directly comparable GAAP financial measures are presented with equal or greater prominence. For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures, see the tables below. Because not all companies use the same calculations, our presentation may not be comparable to other similarly titled measures as calculated by other companies.

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Adjusted revenue, diluted adjusted earnings per share and adjusted efficiency ratio are non-GAAP financial measures. To calculate adjusted revenue, diluted adjusted earnings per share and adjusted efficiency ratio, we make adjustments to our GAAP revenues and expenses as reported on our Consolidated Statements of Operations. Management believes that these non-GAAP financial measures provide information to investors that is useful in evaluating the operating performance and trends of financial services companies, including the Company, by excluding certain items that Management considers not reflective of core operating performance. The following tables set forth reconciliations of these non-GAAP financial measures (dollars in thousands, except share and per share data):

For the Years Ended December 31

2025

2024

2023

ADJUSTED REVENUE:

Net interest income (GAAP)

$

587,919 

$

541,716 

$

576,005 

Non-interest income (GAAP)

72,814 

66,888 

44,409 

Total revenue (GAAP)

660,733 

608,604 

620,414 

Exclude: Net (gain) loss on sale of securities

(374)

5,190 

19,242 

Net change in valuation of financial instruments carried at fair value

1,384 

982 

4,218 

Gains incurred on building and lease exits

(285)

— 

— 

Adjusted revenue (non-GAAP)

$

661,458 

$

614,776 

$

643,874 

ADJUSTED EARNINGS:

Net income (GAAP)

$

195,382 

$

168,898 

$

183,624 

Exclude: Net (gain) loss on sale of securities

(374)

5,190 

19,242 

Net change in valuation of financial instruments carried at fair value

1,384 

982 

4,218 

Banner Forward expenses

— 

— 

1,334 

Building and lease exit costs

2,025 

— 

— 

Related tax benefit

(728)

(1,481)

(5,951)

Total adjusted earnings (non-GAAP)

$

197,689 

$

173,589 

$

202,467 

Diluted earnings per share (GAAP)

$

5.64 

$

4.88 

$

5.33 

Diluted adjusted earnings per share (non-GAAP)

$

5.70 

$

5.01 

$

5.88 

AVERAGE TANGIBLE COMMON EQUITY:

Average common shareholder’s equity

$

1,859,831 

$

1,703,765 

$

1,537,403 

Exclude: Average goodwill and other intangible assets, net

375,318 

377,408 

380,567 

Average tangible common equity

$

1,484,513 

$

1,326,357 

$

1,156,836 

For the Years Ended December 31

ADJUSTED EFFICIENCY RATIO:

2025

2024

2023

Non-interest expense (GAAP)

$

408,774 

$

391,538 

$

382,538 

Exclude: Banner Forward expenses

— 

— 

(1,334)

CDI amortization

(1,567)

(2,626)

(3,756)

State/municipal tax expense

(6,276)

(5,648)

(5,260)

REO operations

(491)

(293)

538 

Building and lease exit costs

(2,310)

— 

— 

Adjusted non-interest expense (non-GAAP)

$

398,130 

$

382,971 

$

372,726 

Net interest income (GAAP)

$

587,919 

$

541,716 

$

576,005 

Non-interest income (GAAP)

72,814 

66,888 

44,409 

Total revenue (GAAP)

660,733 

608,604 

620,414 

Exclude: Net (gain) loss on sale of securities

(374)

5,190 

19,242 

Net change in valuation of financial instruments carried at fair value

1,384 

982 

4,218 

Gains incurred on building and lease exits

(285)

— 

— 

Adjusted revenue (non-GAAP)

$

661,458 

$

614,776 

$

643,874 

Efficiency ratio (GAAP)

61.87 

%

64.33 

%

61.66 

%

Adjusted efficiency ratio (non-GAAP)

60.19 

%

62.29 

%

57.89 

%

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The ratio of tangible common shareholders’ equity to tangible assets is a non-GAAP financial measure. We calculate tangible common equity by excluding goodwill and other intangible assets from shareholders’ equity. We calculate tangible assets by excluding the balance of goodwill and other intangible assets from total assets. Bank regulatory capital measures also exclude goodwill and certain intangible assets; however, tangible common equity and tangible assets as presented here are non-GAAP financial measures and should not be considered substitutes for regulatory capital ratios. The following table sets forth the reconciliation of tangible equity and tangible assets (dollars in thousands, except share and per share data).

December 31

2025

2024

2023

Shareholders’ equity (GAAP)

$

1,946,297 

$

1,774,326 

$

1,652,691 

Exclude goodwill and other intangible assets, net

374,612 

376,179 

378,805 

Common shareholders’ tangible equity (non-GAAP)

$

1,571,685 

$

1,398,147 

$

1,273,886 

Total assets (GAAP)

$

16,354,488 

$

16,200,037 

$

15,670,391 

Exclude goodwill and other intangible assets, net

374,612 

376,179 

378,805 

Total tangible assets (non-GAAP)

$

15,979,876 

$

15,823,858 

$

15,291,586 

Common shareholders’ equity to total assets (GAAP)

11.90 

%

10.95 

%

10.55 

%

Common shareholders’ tangible equity to tangible assets (non-GAAP)

9.84 

%

8.84 

%

8.33 

%

Common shares outstanding

34,097,856 

34,459,832 

34,348,369 

Common shareholders’ equity (book value) per share (GAAP)

$

57.08 

$

51.49 

$

48.12 

Common shareholders’ tangible equity (tangible book value) per share (non-GAAP)

$

46.09 

$

40.57 

$

37.09 

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Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires Management to make estimates, assumptions and judgments that affect amounts reported in the consolidated financial statements. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, actual results could differ from the estimates, assumptions, and judgments reflected in the financial statements. Management believes the following estimates require difficult, subjective or complex judgments and, therefore, Management considers the following to be critical accounting estimates.

Allowance for Credit Losses: The allowance for credit losses reflects Management’s evaluation of our loans and unfunded loan commitments along with their estimated loss potential, as well as the risk inherent in various components of the portfolio. Significant judgments and assumptions are applied in estimating the allowance for credit losses. These judgments, assumptions and estimates are susceptible to significant changes based on the current environment. Among the material estimates required to establish the allowance for credit losses are a reasonable and supportable forecast; a reasonable and supportable forecast period and the reversion period; value of collateral; strength of guarantors; the amount and timing of future cash flows for loans individually evaluated; and determination of the qualitative loss factors.

Management estimates the allowance for credit losses using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is maintained at a level sufficient to provide for expected credit losses over the life of the asset based on evaluating historical credit loss experience and making adjustments to historical loss information for differences in the specific risk characteristics in the current portfolio. These factors include, among others, changes in the size and composition of the portfolio, differences in underwriting standards, delinquency rates, actual loss experience and current economic conditions.

Management considers various economic scenarios and forecasts to arrive at the estimate that most reflects Management’s expectations of future conditions. As of December 31, 2025, Management used a baseline forecast to estimate the allowance for credit losses. The selection of a more optimistic or pessimistic economic forecast would result in a lower or higher allowance for credit losses. While there are multiple economic forecast scenarios available, the use of a protracted slump economic forecast would have increased the allowance for credit losses - loans by approximately 10% as of December 31, 2025, where the use of a stronger near-term growth economic forecast would have resulted in a negligible decrease in the allowance for credit losses - loans as of December 31, 2025.

Management uses a scale to assign qualitative and environmental (QE) factor adjustments based on the level of estimated impact which requires a significant amount of judgment. Some QE factors impact all loan segments equally while others may impact some loan segments more or less than others. If Management’s judgment was different for a QE factor that impacts all loan segments equally, a five basis-point change in this QE factor would increase or decrease the allowance for credit losses by approximately 4% as of December 31, 2025.

Fair Value Accounting and Measurement: We use fair value measurements to record certain financial assets and liabilities at their estimated fair value. A hierarchical disclosure framework associated with the level of pricing observability is utilized in measuring financial instruments at fair value. The degree of judgment utilized in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Financial instruments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of pricing observability and a lesser degree of judgment utilized in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have little or no pricing observability and a higher degree of judgment utilized in measuring fair value. Determining the fair value of financial instruments with unobservable inputs requires a significant amount of judgment. This includes the discount rate used to fair value our trust preferred securities and junior subordinated debentures. A 25 basis-point increase or decrease in the discount rate used to calculate the fair value of our trust preferred securities would result in a $628,000 decrease or increase in the reported fair value as of December 31, 2025, with an offsetting adjustment to our accumulated other comprehensive income. A 25 basis-point increase or decrease in the discount rate used to calculate the fair value of our junior subordinated debentures would result in a $1.6 million decrease or increase in the reported fair value as of December 31, 2025, with an offsetting adjustment to our accumulated other comprehensive income.

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Comparison of Financial Condition at December 31, 2025 and 2024

General. Total assets increased to $16.35 billion at December 31, 2025, compared to $16.20 billion at December 31, 2024, primarily due to loan growth, partially offset by decreases in cash and securities.

Total loans receivable (gross loans less deferred fees and discounts and excluding loans held for sale) increased $367.0 million, or 3%, to $11.72 billion at December 31, 2025, from $11.35 billion at December 31, 2024.  The increase in total loans receivable primarily reflects growth in commercial real estate, construction, land and land development, and consumer loan balances.

The aggregate of securities and interest-bearing cash deposits decreased $187.2 million, or 5%, to $3.22 billion at December 31, 2025, compared to $3.40 billion a year earlier, primarily due to decreases in available-for-sale securities.  Securities decreased to $2.98 billion at December 31, 2025, from $3.11 billion at December 31, 2024, due to normal security portfolio cash flows. Fair value adjustments for securities designated as available-for-sale reflected an increase of $99.3 million for the year ended December 31, 2025, which was included, net of the associated tax expense, as a component of other comprehensive income. The average effective duration of our securities portfolio was approximately 6.2 years at December 31, 2025, compared to 6.6 years at December 31, 2024.

Deposits increased $228.7 million, or 2%, to $13.74 billion at December 31, 2025, from $13.51 billion at December 31, 2024, with core deposits (which consist of non-interest-bearing checking accounts and interest-bearing transaction and savings accounts) increasing $196.1 million and certificates of deposit increasing $32.6 million. The increase in core deposits reflects increases in interest-bearing transaction and savings accounts, partially offset by a decrease in non-interest bearing deposits.  Core deposits were 89% of total deposits at both December 31, 2025 and 2024. Non-interest-bearing deposits decreased by $101.7 million, or 2%, to $4.49 billion from $4.59 billion at December 31, 2024, while interest-bearing transaction and savings accounts increased by $297.8 million, or 4%, to $7.72 billion at December 31, 2025, from $7.42 billion at December 31, 2024. Certificates of deposit increased $32.6 million, or 2%, to $1.53 billion at December 31, 2025, from $1.50 billion at December 31, 2024, primarily due to clients moving funds to higher yielding certificates of deposit. Brokered deposits totaled $50.0 million at December 31, 2025, compared to $50.3 million at December 31, 2024.

We had $150.0 million and $290.0 million of FHLB advances at December 31, 2025 and 2024, respectively. Other borrowings, consisting of retail repurchase agreements primarily related to client cash management accounts, decreased $17.5 million to $107.7 million at December 31, 2025, compared to $125.3 million at December 31, 2024. Junior subordinated debentures increased to $79.2 million at December 31, 2025, compared to $67.5 million at December 31, 2024, primarily as a result of fair value adjustments. The outstanding balance of the Company’s subordinated notes was fully repaid during the second quarter of 2025. Subordinated notes, net of issuance costs, totaled $80.3 million at December 31, 2024.

Total shareholders’ equity increased $172.0 million, to $1.95 billion at December 31, 2025, compared to $1.77 billion at December 31, 2024. The increase in shareholders’ equity primarily reflects $195.4 million of net income and a $69.3 million increase in AOCI, related primarily to unrealized gains on available-for-sale securities. This increase was partially offset by $67.7 million of cash dividends paid or accrued to common shareholders. In addition, there were 499,975 shares of common stock repurchased during the year ended December 31, 2025, at an average price of $63.14 per share. Common shareholder’s equity to total assets was 11.90% and 10.95% at December 31, 2025 and 2024, respectively. Tangible common shareholders’ equity (a non-GAAP financial measure), which excludes goodwill and other intangible assets was $1.57 billion, or 9.84% of tangible assets at December 31, 2025, compared to $1.40 billion, or 8.84% at December 31, 2024. The increase in tangible common shareholders’ equity as a percentage of tangible assets was primarily due to the previously mentioned increase in AOCI and an increase in retained earnings. The Company’s book value per share was $57.08 at December 31, 2025, compared to $51.49 per share a year ago, and its tangible book value per share (a non-GAAP financial measure) was $46.09 at December 31, 2025, compared to $40.57 per share a year ago. See, “Executive Overview - Non-GAAP Financial Measures” above for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.

Investments.  At December 31, 2025, our securities portfolio totaled $2.98 billion, consisting principally of mortgage-backed and mortgage-related securities.  Our investment levels may be increased or decreased depending upon Management’s projections as to the demand for funds to be used in our loan origination, deposit and other activities, and upon yields available on investment alternatives.  During the year ended December 31, 2025, our aggregate investment in securities decreased $128.6 million, primarily due to normal security portfolio cash flows. Mortgage-backed securities decreased $113.1 million and U.S. Government and agency obligations decreased $1.8 million, while municipal bonds increased $11.7 million, corporate debt obligations decreased $7.5 million and asset-backed securities decreased $18.2 million.

U.S. Government and Agency Obligations:  Our portfolio of U.S. Government and agency obligations had a carrying value of $6.4 million (with an amortized cost of $6.7 million) at December 31, 2025, a weighted average contractual maturity of 13.7 years and a weighted average coupon rate of 3.83%.  Many of these U.S. Government and agency obligations include call features which allow the issuing agency to call the securities at various dates prior to the final maturity.

Mortgage-Backed Obligations:  At December 31, 2025, our mortgage-backed and mortgage-related securities had a carrying value of $2.12 billion ($2.36 billion at amortized cost, with a net unrealized loss adjustment of $230.9 million).  The weighted average coupon rate of these securities was 2.60% and the weighted average contractual maturity was approximately 27 years, although we receive principal payments on these securities each month resulting in a much shorter expected average life.  As of December 31, 2025, 97% of the mortgage-backed and mortgage-related securities pay interest at a fixed rate.

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Municipal Bonds:  The carrying value of our tax-exempt bonds at December 31, 2025, was $506.2 million ($522.9 million at amortized cost), comprised of general obligation bonds (i.e., backed by the general credit of the issuer) and, to a lesser extent, revenue bonds (i.e., backed by revenues from the specific project being financed) issued by cities and counties and various housing authorities, and hospital, school, water and sanitation districts.  We also had taxable bonds in our municipal bond portfolio, which at December 31, 2025, had a carrying value of $67.7 million ($77.1 million at amortized cost).  Many of our qualifying municipal bonds are not rated by a nationally recognized credit rating agency due to the smaller size of the total issuance and a portion of these bonds have been acquired through direct private placement by the issuers. We have not experienced any defaults or payment deferrals on our current portfolio of municipal bonds.  Our combined municipal bond portfolio is geographically diverse, with the majority within the states of Washington, Oregon, Texas and California. At December 31, 2025, our municipal bond portfolio, including taxable and tax-exempt, had a weighted average maturity of approximately 22 years and a weighted average coupon rate of 3.15%.

Corporate Bonds:  Our corporate bond portfolio had a carrying value of $120.2 million ($118.5 million at amortized cost) at December 31, 2025.  At December 31, 2025, the portfolio had a weighted average maturity of 13 years and a weighted average coupon rate of 5.14%.

Asset-Backed Securities:  At December 31, 2025, our asset-backed securities portfolio had a carrying value of $152.5 million (with an amortized cost of $152.4 million), and was comprised of collateralized loan obligations.  The weighted average coupon rate of these securities was 5.81% and the weighted average contractual maturity was 16 years. At December 31, 2025, 100% of these securities had adjustable interest rates tied to three-month SOFR.

The following table sets forth certain information regarding carrying values and percentage of total carrying values of our portfolio of available-for-sale securities, carried at estimated fair market value, and held-to-maturity securities, carried at amortized cost, net of the allowance for credit losses - securities, as of December 31, 2025, 2024 and 2023 (dollars in thousands):

Table 1: Securities

December 31

2025

2024

2023

Carrying Value

Percent of Total

Carrying Value

Percent of Total

Carrying Value

Percent of Total

Available-for-Sale

U.S. Government and agency obligations

$

6,143 

— 

%

$

7,933 

— 

%

$

34,189 

1 

%

Municipal bonds

143,457 

7 

123,982 

6 

132,905 

6 

Corporate bonds

117,789 

6 

124,990 

6 

119,123 

5 

Mortgage-backed or related securities

1,596,332 

79 

1,676,848 

80 

1,866,714 

79 

Asset-backed securities

152,540 

8 

170,758 

8 

220,852 

9 

Total available-for-sale securities

$

2,016,261 

100 

%

$

2,104,511 

100 

%

$

2,373,783 

100 

%

Held-to-Maturity

U.S. Government and agency obligations

$

262 

— 

%

$

302 

— 

%

$

307 

— 

%

Municipal bonds

430,426 

45 

438,053 

44 

465,875 

44 

Corporate bonds

2,398 

— 

2,504 

— 

2,606 

— 

Mortgage-backed or related securities

528,110 

55 

560,705 

56 

590,267 

56 

Total held-to-maturity securities

$

961,196 

100 

%

$

1,001,564 

100 

%

$

1,059,055 

100 

%

Estimated market value

$

814,668 

$

825,528 

$

907,514 

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The following table shows the maturity or period to repricing of our available-for-sale and held-to-maturity securities as of December 31, 2025 (dollars in thousands):

Table 2: Securities Available-for-Sale and Held-to-Maturity—Maturity/Repricing and Rates

December 31, 2025

One Year or Less

After One to Five Years

After Five to Ten Years

After Ten Years

Total

Carrying Value

Weighted Average Yield

Carrying Value

Weighted Average Yield

Carrying Value

Weighted Average Yield

Carrying Value

Weighted Average Yield

Carrying Value

Weighted Average Yield

U.S. Government and agency obligations

$

— 

— 

%

$

1,073 

4.69 

%

$

2,252 

2.36 

%

$

3,080 

2.76 

%

$

6,405 

2.94 

%

Municipal bonds:

Taxable

4,075 

3.66 

%

2,968 

4.16 

%

2,886 

2.12 

%

57,774 

2.81 

%

67,703 

2.89 

%

Tax exempt (1)

3,262 

2.06 

%

3,339 

3.50 

%

42,838 

3.66 

%

456,741 

3.63 

%

506,180 

3.62 

%

7,337 

2.95 

%

6,307 

3.81 

%

45,724 

3.56 

%

514,515 

3.54 

%

573,883 

3.53 

%

Corporate bonds

8,795 

5.07 

%

9,048 

4.62 

%

61,805 

4.78 

%

40,539 

8.38 

%

120,187 

6.00 

%

Mortgage-backed or related securities

8,088 

4.72 

%

164,577 

2.40 

%

119,206 

3.01 

%

1,832,571 

2.64 

%

2,124,442 

2.65 

%

Asset-backed securities

— 

— 

%

— 

— 

%

68,942 

6.12 

%

83,598 

5.89 

%

152,540 

5.99 

%

Total available-for-sale and held-to-maturity securities - carrying value

$

24,220 

4.31 

%

$

181,005 

2.57 

%

$

297,929 

4.18 

%

$

2,474,303 

3.03 

%

$

2,977,457 

3.13 

%

Total available-for-sale and held-to-maturity securities - estimated market value

$

24,208 

$

180,867 

$

296,684 

$

2,329,170 

$

2,830,929 

(1)Tax-exempt weighted average yield is calculated on a tax equivalent basis using a federal tax rate of 21% and a tax disallowance of 10%.

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Loans and Lending.  Loans are our most significant and generally highest yielding earning assets. We attempt to maintain a portfolio of loans to total deposits ratio at a level designed to enhance our revenues, while adhering to sound underwriting practices and appropriate diversification guidelines in order to maintain a moderate risk profile. Our loan-to-deposit ratio at December 31, 2025, was 86%. We offer a wide range of loan products to meet the demands of our clients. Our lending activities are primarily directed toward the origination of commercial real estate and business loans. While we originate a variety of loans, our ability to originate each type of loan depends upon the relative client demand and competition in each market we serve.  We continue to implement strategies designed to capture more market share and achieve increases in targeted loans. New loan originations and portfolio balances will continue to be significantly affected by economic activity and changes in interest rates.

The following table shows loan origination activity (excluding loans held for sale) for the years ended December 31, 2025, 2024 and 2023 (in thousands):

Table 3: Loan Originations

Years Ended

Dec 31, 2025

Dec 31, 2024

Dec 31, 2023

Commercial real estate

$

508,188 

$

408,546 

$

309,022 

Multifamily real estate

29,420 

6,593 

57,046 

Construction, land and land development

1,430,337 

1,759,799 

1,541,383 

Commercial business

694,614 

752,269 

585,047 

Agricultural business

63,675 

79,715 

84,072 

One- to four-family residential

24,666 

106,085 

167,951 

Consumer

413,401 

356,543 

300,913 

Total loan originations (excluding loans held for sale)

$

3,164,301 

$

3,469,550 

$

3,045,434 

One- to Four-Family Residential Lending:  At December 31, 2025, $1.57 billion, or 13% of our loan portfolio, consisted of permanent loans on one- to four-family residences.  We are active originators of one- to four-family residential loans in the communities we serve. The balance of loans for one- to four-family residences decreased by $18.1 million in 2025, compared to the prior year. This decrease reflects that payoffs of existing permanent loans exceeded the combination of new originations and conversions of one- to four-family construction loans to permanent loans.

Construction, Land and Land Development Lending:  Our construction loan originations have been relatively strong in recent years, as builders have expanded production and experienced strong home sales in many markets where we operate.  At December 31, 2025, construction, land and land development loans totaled $1.71 billion, or 15% of total loans. The largest shifts in this portfolio occurred in one- to four-family construction, land and land development loans. One- to four-family construction loans increased $93.2 million, or 18%, to $607.4 million at December 31, 2025, primarily due to new loan production and advances exceeding payoffs and the conversion of one- to four-family construction loans to permanent one- to four-family residential loans upon completion of construction. One- to four-family construction loans represented approximately 5% of our total loan portfolio at December 31, 2025, and included speculative construction loans, as well as “all-in-one” construction loans made to owner occupants that convert to permanent loans upon completion of the homes that, depending on market conditions, may be subsequently sold into the secondary market. Commercial construction loans increased $33.7 million, or 28%, to $156.0 million at December 31, 2025, primarily due to new loan production and advances exceeding the conversion of commercial construction loans to the commercial real estate portfolio upon the completion of the construction phase. Commercial construction loans represented approximately 1% of our total loan portfolio at December 31, 2025, comprised primarily of retail and industrial property construction projects. Land and land development loans increased $64.0 million, or 17%, to $433.7 million at December 31, 2025. Land and land development loans represented approximately 4% of our total loan portfolio at December 31, 2025, and were comprised of residential properties for personal use and development. Multifamily construction loans represented approximately 5% of our total loan portfolio at December 31, 2025, and were comprised of affordable housing projects and, to a lesser extent, market rate multifamily projects across our footprint.

Commercial and Multifamily Real Estate Lending:  We originate loans secured by commercial and multifamily real estate.  These loans include both fixed- and adjustable-rate loans with intermediate terms of generally five to 10 years.  At December 31, 2025, our loan portfolio included $4.05 billion of commercial real estate loans, or 35% of the total loan portfolio, and $850.8 million of multifamily real estate loans, or 7% of the total loan portfolio. The increase in commercial real estate loans primarily reflected a combination of new loan production and the conversion of commercial construction loans to the commercial real estate portfolio upon completion of the construction phase. Our commercial real estate portfolio consists of loans on a variety of property types with no significant concentrations by property type, borrowers or locations.  Approximately 13% of our commercial real estate portfolio was secured by retail property at December 31, 2025. Within this portfolio, we have limited exposure to the office sector, with only 5% of total loans secured by office properties, nearly 45% of which are owner-occupied. The decrease in multifamily real estate loans was primarily due to payoffs and paydowns exceeding new production, partially offset by the conversion of multifamily construction loans to the multifamily real estate portfolio upon completion of the construction phase.

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Commercial Business Lending:  Our commercial business lending is directed toward meeting the credit and related deposit needs of various small-to-medium-sized business and agribusiness borrowers operating in our primary market areas.  In addition to providing earning assets, this type of lending has helped increase our deposit base. At December 31, 2025, commercial business loans, including small business scored, totaled $2.41 billion, or 21% of total loans. Our commercial business lending, to a lesser extent, includes participation in certain syndicated loans, including shared national credits, which totaled $195.6 million, or 2% of our loan portfolio, at December 31, 2025.

Agricultural Lending:  Agriculture is a major industry in our footprint.  While agricultural loans are not a large part of our portfolio, we routinely make agricultural loans to borrowers with a strong capital base, sufficient management depth, proven ability to operate through agricultural cycles, reliable cash flows and adequate financial reporting.  Payments on agricultural loans depend, to a large degree, on the results of operations of the related farm entity.  The repayment is also subject to other economic and weather conditions as well as market prices for agricultural products, which can be highly volatile at times.  At December 31, 2025, agricultural loans totaled $353.2 million, or 3% of the loan portfolio.

Consumer and Other Lending:  Consumer lending has traditionally been a modest part of our business with loans made primarily to accommodate our existing client base. At December 31, 2025, our consumer loans increased $47.1 million to $768.5 million, or 6% of our loan portfolio, compared to December 31, 2024.  As of December 31, 2025, 88% of our consumer loans were secured by one- to four-family residences through home equity lines of credit.  

Loan Servicing Portfolio:  At December 31, 2025, we were servicing $3.14 billion of loans for others and held $14.3 million in escrow for our portfolio of loans serviced for others.  The loan servicing portfolio at December 31, 2025, was comprised of $1.39 billion of Freddie Mac residential mortgage loans, $958.9 million of Fannie Mae residential mortgage loans, $403.5 million of Oregon Housing residential mortgage loans, $78.6 million of SBA loans, and $309.2 million of other loans serviced for a variety of investors.  The portfolio included loans secured by property located primarily in the states of Washington, Oregon, Idaho, and California.  For the years ended December 31, 2025 and 2024, we recognized $8.1 million and $8.2 million of loan servicing income in our results of operations, respectively.

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The following table sets forth the composition of the Company’s loan portfolio, net of discounts and deferred fees and costs, by type of loan as of the dates indicated (dollars in thousands):

Table 4: Loan Portfolio Analysis

December 31, 2025

December 31, 2024

December 31, 2023

Amount

Percent of Total

Amount

Percent of Total

Amount

Percent of Total

Commercial real estate:

Owner-occupied

$

1,138,298 

10 

%

$

1,027,426 

9 

%

$

915,897 

8 

%

Investment properties

1,701,413 

15 

1,623,672 

14 

1,541,344 

14 

Small balance CRE

1,212,357 

10 

1,213,792 

11 

1,178,500 

11 

Total commercial real estate

4,052,068 

35 

3,864,890 

34 

3,635,741 

33 

Multifamily real estate

850,789 

7 

894,425 

8 

811,232 

8 

Construction, land and land development:

Commercial construction

156,021 

1 

122,362 

1 

170,011 

2 

Multifamily construction

514,330 

5 

513,706 

5 

503,993 

5 

One- to four-family construction

607,447 

5 

514,220 

5 

526,432 

5 

Land and land development

433,678 

4 

369,663 

3 

336,639 

3 

Total construction, land and land development

1,711,476 

15 

1,519,951 

14 

1,537,075 

15 

Commercial business:

Commercial business

1,225,108 

11 

1,318,333 

11 

1,255,734 

12 

Small business scored

1,187,360 

10 

1,104,117 

10 

1,022,154 

9 

Total commercial business

2,412,468 

21 

2,422,450 

21 

2,277,888 

21 

Agricultural business, including secured by farmland

353,152 

3 

340,280 

3 

331,089 

3 

One- to four-family residential

1,573,191 

13 

1,591,260 

14 

1,518,046 

14 

Consumer:

Consumer—home equity revolving lines of credit

679,489 

5 

625,680 

5 

588,703 

5 

Consumer—other

89,054 

1 

95,720 

1 

110,681 

1 

Total consumer

768,543 

6 

721,400 

6 

699,384 

6 

Total loans

11,721,687 

100 

%

11,354,656 

100 

%

10,810,455 

100 

%

Less allowance for credit losses – loans

(160,276)

(155,521)

(149,643)

Net loans

$

11,561,411 

$

11,199,135 

$

10,660,812 

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The following table sets forth the Company’s loans by geographic concentration at December 31, 2025, 2024 and 2023 (dollars in thousands):

Table 5: Loans by Geographic Concentration

December 31, 2025

December 31, 2024

December 31, 2023

Amount

Percent

Amount

Percent

Amount

Percent

Washington

$

5,371,200 

46 

%

$

5,245,886 

46 

%

$

5,095,602 

47 

%

California

3,105,405 

26 

2,861,435 

25 

2,670,923 

25 

Oregon

2,159,404 

18 

2,113,229 

19 

1,974,001 

18 

Idaho

667,343 

6 

665,158 

6 

610,064 

5 

Utah

82,594 

1 

82,459 

1 

68,931 

1 

Other

335,741 

3 

386,489 

3 

390,934 

4 

Total

$

11,721,687 

100 

%

$

11,354,656 

100 

%

$

10,810,455 

100 

%

The geographic concentration of our commercial real estate portfolio, as of December 31, 2025, was 48% in Washington and 26% in California.

The following table sets forth at December 31, 2025, the dollar amount of loans maturing in our portfolio based on their contractual terms to maturity, but does not include scheduled payments or potential prepayments.  Demand loans, loans having no stated schedule of repayments and no stated maturity, and overdrafts are reported as due in one year or less. Loan balances are net of unamortized premiums and discounts and exclude loans held for sale (in thousands):

Table 6: Loans by Maturity

Maturing in One Year or Less

Maturing After One to Five Years

Maturing After Five to Fifteen Years

Maturing After Fifteen Years

Total

Commercial real estate:

Owner-occupied

$

81,522 

$

273,616 

$

759,678 

$

23,482 

$

1,138,298 

Investment properties

99,138 

602,132 

901,610 

98,533 

1,701,413 

Small balance CRE

81,583 

433,764 

622,321 

74,689 

1,212,357 

Total commercial real estate

262,243 

1,309,512 

2,283,609 

196,704 

4,052,068 

Multifamily real estate

111,262 

157,184 

302,059 

280,284 

850,789 

Construction, land and land development:

Commercial construction

77,757 

46,845 

29,423 

1,996 

156,021 

Multifamily construction

445,644 

57,183 

— 

11,503 

514,330 

One- to four-family construction

486,258 

120,451 

— 

738 

607,447 

Land and land development

154,297 

118,344 

158,347 

2,690 

433,678 

Total construction, land and land development

1,163,956 

342,823 

187,770 

16,927 

1,711,476 

Commercial business:

Commercial business

349,297 

343,377 

433,468 

98,966 

1,225,108 

Small business scored

74,847 

197,159 

364,972 

550,382 

1,187,360 

Total commercial business

424,144 

540,536 

798,440 

649,348 

2,412,468 

Agricultural business, including secured by farmland

128,662 

102,063 

121,340 

1,087 

353,152 

One- to four-family residential

6,356 

23,952 

71,451 

1,471,432 

1,573,191 

Consumer:

Consumer—home equity revolving lines of credit

4,289 

4,283 

3,675 

667,242 

679,489 

Consumer—other

29,107 

9,920 

26,723 

23,304 

89,054 

Total consumer

33,396 

14,203 

30,398 

690,546 

768,543 

Total loans

$

2,130,019 

$

2,490,273 

$

3,795,067 

$

3,306,328 

$

11,721,687 

Contractual maturities of loans do not necessarily reflect the actual life of such assets.  The average life of loans typically is substantially less than their contractual maturities because of principal repayments and prepayments.  In addition, due-on-sale clauses on certain mortgage loans generally give us the right to declare loans immediately due and payable in the event that the borrower sells the real property subject to the mortgage and the loan is not repaid.  The average life of mortgage loans tends to increase, however, when current mortgage loan market rates are substantially higher than rates on existing mortgage loans and, conversely, decreases when rates on existing mortgage loans are substantially higher than current mortgage loan market rates.

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The following table sets forth the dollar amount of all loans maturing after December 31, 2026, which have fixed interest rates and floating or adjustable interest rates (in thousands):

Table 7: Loans Maturing after One Year

Fixed Rates

Floating or Adjustable Rates

Total

Commercial real estate:

Owner-occupied

$

223,699 

$

833,077 

$

1,056,776 

Investment properties

425,375 

1,176,900 

1,602,275 

Small balance CRE

262,189 

868,585 

1,130,774 

Total commercial real estate

911,263 

2,878,562 

3,789,825 

Multifamily real estate

495,761 

243,766 

739,527 

Construction, land and land development:

Commercial construction

36,100 

42,164 

78,264 

Multifamily construction

14,230 

54,456 

68,686 

One- to four-family construction

9,810 

111,379 

121,189 

Land and land development

97,251 

182,130 

279,381 

Total construction, land and land development

157,391 

390,129 

547,520 

Commercial business:

Commercial business

546,918 

328,893 

875,811 

Small business scored

147,294 

965,219 

1,112,513 

Total commercial business

694,212 

1,294,112 

1,988,324 

Agricultural business, including secured by farmland

69,167 

155,323 

224,490 

One- to four-family residential

1,069,849 

496,986 

1,566,835 

Consumer:

Consumer—home equity revolving lines of credit

291 

674,909 

675,200 

Consumer—other

57,642 

2,305 

59,947 

Total consumer

57,933 

677,214 

735,147 

Total loans maturing after one year

$

3,455,576 

$

6,136,092 

$

9,591,668 

Deposits. We compete with other financial institutions and financial intermediaries in attracting deposits and we generally attract deposits within our primary market areas. Much of the focus of our expansion and current marketing efforts have been directed toward attracting additional deposit client relationships and balances.

One of our key strategies is to strengthen our franchise by emphasizing core deposit activity in non-interest-bearing and other transaction and savings accounts with less reliance on higher cost certificates of deposit. This strategy is intended to help control our cost of funds and increase the opportunity for deposit fee revenues, while stabilizing our funding base.  Total deposits increased $228.7 million, or 2%, to $13.74 billion at December 31, 2025, from $13.51 billion at December 31, 2024. The increase in deposits during the year ended December 31, 2025, was due to an increase in core deposits, primarily interest-bearing transaction and savings accounts. Core deposits were 89% of total deposits at both December 31, 2025 and 2024.

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The following table sets forth the balances of deposits in the various types of accounts offered by the Bank at the dates indicated (dollars in thousands):

Table 8: Deposits

December 31

2025

2024

2023

Amount

Percent of Total

Increase (Decrease)

Amount

Percent of Total

Increase (Decrease)

Amount

Percent of Total

Non-interest-bearing checking

$

4,489,839 

33 

%

$

(101,704)

$

4,591,543 

34 

%

$

(200,826)

$

4,792,369 

37 

%

Interest-bearing checking

2,609,080 

19 

215,216 

2,393,864 

18 

295,338 

2,098,526 

16 

Regular savings

3,723,922 

27 

245,499 

3,478,423 

26 

497,893 

2,980,530 

23 

Money market

1,388,001 

10 

(162,895)

1,550,896 

11 

(129,709)

1,680,605 

13 

Total interest-bearing transaction and savings accounts

7,721,003 

56 

297,820 

7,423,183 

55 

663,522 

6,759,661 

52 

Certificates maturing:

Within one year

1,481,008 

11 

32,559 

1,448,449 

11 

48,576 

1,399,873 

11 

After one year, but within two years

35,528 

— 

4,475 

31,053 

— 

(18,526)

49,579 

— 

After two years, but within five years

15,329 

— 

(4,242)

19,571 

— 

(7,749)

27,320 

— 

After five years

439 

— 

(160)

599 

— 

(96)

695 

— 

Total certificate accounts

1,532,304 

11 

32,632 

1,499,672 

11 

22,205 

1,477,467 

11 

Total deposits

$

13,743,146 

100 

%

$

228,748 

$

13,514,398 

100 

%

$

484,901 

$

13,029,497 

100 

%

Included in Total Deposits:

Public transaction accounts

$

373,529 

3 

%

$

(40,884)

$

414,413 

3 

%

$

57,798 

$

356,615 

3 

%

Public interest-bearing certificates

34,431 

— 

9,008 

25,423 

— 

(26,625)

52,048 

— 

Total public deposits

$

407,960 

3 

%

$

(31,876)

$

439,836 

3 

%

$

31,173 

$

408,663 

3 

%

Total deposits in excess of the FDIC insurance limit

$

4,402,384 

32 

%

$

22,896 

$

4,379,488 

32 

%

$

296,273 

$

4,083,215 

31 

%

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The following table indicates the certificates of deposit in excess of the FDIC insurance limit by time remaining until maturity as of December 31, 2025 (in thousands):

Table 9: Maturity Period—Certificates of Deposit in Excess of the FDIC Insurance Limit

Certificates of Deposit in Excess of FDIC Insurance Limit

Maturing in three months or less

$

188,902 

Maturing after three months through six months

204,396 

Maturing after six months through 12 months

102,986 

Maturing after 12 months

17,068 

Certificates of deposits in excess of FDIC insurance limit

$

513,352 

The following table provides additional detail on geographic concentrations of our deposits at December 31, 2025, 2024 and 2023 (in thousands):

Table 10: Geographic Concentration of Deposits

December 31, 2025

December 31, 2024

December 31, 2023

Amount

Percent

Amount

Percent

Amount

Percent

Washington

$

7,500,215 

55 

%

$

7,441,413 

55 

%

$

7,247,392 

56 

%

Oregon

3,035,104 

22 

2,981,327 

22 

2,852,677 

22 

California

2,483,948 

18 

2,392,573 

18 

2,269,557 

17 

Idaho

723,879 

5 

699,085 

5 

659,871 

5 

Total deposits

$

13,743,146 

100 

%

$

13,514,398 

100 

%

$

13,029,497 

100 

%

Borrowings.  We had $150.0 million in FHLB advances at December 31, 2025. At that date, based on pledged collateral, the Bank had $3.65 billion of available credit capacity with the FHLB. At December 31, 2025, based upon our available unencumbered collateral, the Bank was eligible to borrow $1.55 billion from the Federal Reserve Bank; however, at that date we had no funds borrowed under this arrangement.

Other borrowings, consisting of retail repurchase agreements, which are primarily associated with client sweep account arrangements, decreased $17.5 million to $107.7 million at December 31, 2025, from $125.3 million at December 31, 2024. At December 31, 2025, retail repurchase agreements had a weighted average rate of 2.48% and were secured by pledges of certain mortgage-backed securities and agency securities.  We had no borrowings under wholesale repurchase agreements at December 31, 2025.

At December 31, 2025, we had an aggregate of $86.5 million of junior subordinated debentures.  This includes $75.0 million issued by us and $11.5 million acquired in our bank acquisitions. The junior subordinated debentures are carried at their estimated fair value of $79.2 million at December 31, 2025. At December 31, 2025, the junior subordinated debentures had a weighted average rate of 5.67%.  The outstanding balance of the Company’s subordinated notes was fully repaid during the second quarter of 2025. Subordinated notes, net of issuance costs, were $80.3 million at December 31, 2024.

Asset Quality.  Maintaining a moderate risk profile by employing appropriate underwriting standards, avoiding excessive asset concentrations and aggressively managing troubled assets has been and will continue to be a primary focus for us.

Non-performing assets increased to $51.2 million, or 0.31% of total assets, at December 31, 2025, from $39.6 million, or 0.24% of total assets, at December 31, 2024.  At December 31, 2025, our allowance for credit losses - loans was $160.3 million, or 351% of non-performing loans, compared to $155.5 million, or 421% of non-performing loans, at December 31, 2024.

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The following table sets forth information with respect to our non-performing assets at the dates indicated (dollars in thousands):

Table 11: Non-Performing Assets

December 31

2025

2024

2023

Nonaccrual loans:

Secured by real estate:

Commercial

$

525 

$

2,186 

$

2,677 

Construction and land

5,175 

3,963 

3,105 

One- to four-family

19,855 

10,016 

5,702 

Commercial business

6,751 

7,067 

9,002 

Agricultural business, including secured by farmland

4,609 

8,485 

3,167 

Consumer

4,610 

4,835 

3,204 

41,525 

36,552 

26,857 

Loans more than 90 days delinquent, still on accrual:

Secured by real estate:

Construction and land

1,268 

— 

1,138 

One- to four-family

2,698 

369 

1,205 

Commercial business

— 

— 

1 

Consumer

148 

35 

401 

4,114 

404 

2,745 

Total non-performing loans

45,639 

36,956 

29,602 

REO assets held for sale, net

5,578 

2,367 

526 

Other repossessed assets held for sale, net

18 

300 

— 

Total non-performing assets

$

51,235 

$

39,623 

$

30,128 

Total non-performing assets to total assets

0.31 

%

0.24 

%

0.19 

%

Total nonaccrual loans to net loans before allowance for credit losses

0.35 

%

0.32 

%

0.25 

%

Loans 30-89 days past due and on accrual

$

26,767 

$

26,824 

$

19,744 

The increase in total non-performing loans was primarily due to an increase in nonaccrual loans in the one- to four-family category and an increase in loans 90 days or more past due and still accruing in both the one- to four-family category and the construction and land category, primarily reflecting one- to four-family custom construction loans. The increases consisted of various borrowers with no meaningful concentrations and reflect loans transferred to nonaccrual, partially offset by payoffs of nonaccrual loans during 2025 and loans past due and still accruing at December 31, 2025, that were not previously reported as past due.

Interest income was reduced by $2.3 million, $2.0 million, and $1.6 million in 2025, 2024 and 2023, respectively, due to nonaccrual loan activity, including reversals of $748,000, $826,000 and $569,000 of accrued interest upon placement of loans on nonaccrual. No interest income was recognized on nonaccrual loans during these years.

The following table presents the Company’s portfolio of risk-rated loans and non-risk-rated loans by grade at the dates indicated (in thousands):

Table 12: Loans by Grade

December 31

2025

2024

2023

Pass

$

11,446,550 

$

11,118,744 

$

10,671,281 

Special Mention

82,060 

43,451 

13,732 

Substandard

193,077 

192,461 

125,442 

Total

$

11,721,687 

$

11,354,656 

$

10,810,455 

The increase in special mention loans during the year ended December 31, 2025, was primarily due to loan risk rating downgrades, primarily in the commercial business loan segment. As of December 31, 2025, total substandard loans primarily consisted of loans within the commercial business, owner-occupied commercial real estate and agricultural loan segments.

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Table of Contents

Comparison of Results of Operations for the Years Ended December 31, 2025 and 2024

General. For the year ended December 31, 2025, net income was $195.4 million, or $5.64 per diluted share, compared to net income of $168.9 million, or $4.88 per diluted share for the year ended December 31, 2024. Current year results included increases in net interest income and non-interest income, partially offset by increases in non-interest expense and the provision for credit losses.

Our operating results depend largely on net interest income, which increased $46.2 million to $587.9 million for the year ended December 31, 2025, compared to the prior year, primarily reflecting increased yields on loans due to adjustable rate loans repricing higher, as well as higher average loan balances and decreased funding costs. Revenues (net interest income and non-interest income) increased $52.1 million, or 9%, to $660.7 million for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to increased interest income on loans, decreased funding costs and a net gain on the sale of securities during the year ended December 31, 2025, compared to a net loss on the sale of securities during the prior year.

We recorded a $13.0 million provision for credit losses for the year ended December 31, 2025, compared to a $7.6 million provision for credit losses for the year ended December 31, 2024. The provision for credit losses for the year ended December 31, 2025, reflects risk rating downgrades, as well as growth in loan balances.

Total non-interest income for the year ended December 31, 2025, increased to $72.8 million compared to $66.9 million for the year ended December 31, 2024, primarily due to the recognition of a net gain on the sale of securities during the year ended December 31, 2025, compared to a net loss on the sale of securities during the prior year.

Total non-interest expense increased to $408.8 million for the year ended December 31, 2025, compared to $391.5 million for the year ended December 31, 2024, largely as a result of increases in salary and employee benefits, information and computer data services expense, payment and card processing services expense, and professional and legal expenses.

Net Interest Income.  Net interest income increased for the year ended December 31, 2025, compared to $541.7 million for the year ended December 31, 2024, primarily reflecting increased yields on loans due to adjustable rate loans repricing higher, as well as higher average loan balances and lower funding costs. The higher average yield on interest-earning assets, compared to the same period in the prior year, reflects loans being a higher percentage of interest-earnings assets.

The net interest margin on a tax equivalent basis of 3.96% for the year ended December 31, 2025, was 21 basis points higher than the prior year. The increase in net interest margin reflects a 13 basis-point increase in yields on average interest-earning assets and an eight basis-point decrease in the cost of funding liabilities. The increase in average yields on interest-earning assets during the current year reflects the benefit of variable rate interest-earning assets repricing higher. The decrease in the overall cost of funding liabilities was primarily due to the decrease in the overall rate paid on deposits and the decrease in the average balance of borrowings.

Interest Income.  Interest income for the year ended December 31, 2025, was $805.0 million, compared to $766.1 million for the prior year, an increase of $38.9 million.  This increase was a result of yields on interest-earning assets increasing 13 basis points to 5.39%, as well as the average balance of interest-earning assets increasing $367.6 million to $15.17 billion. The increased yield on interest-earning assets primarily reflects increases in the average yields on loans, with the increase concentrated in real estate loans, partially offset by a slight decline in commercial and agricultural loan yields.

Interest income on loans increased $46.4 million from the prior year to $702.0 million for the year ended December 31, 2025. The increase was primarily due to the average loan yields increasing 15 basis points to 6.12%, reflecting the impact of market interest rates being higher than average portfolio interest rates. Average loans receivable increased $508.2 million to $11.63 billion, primarily reflecting increases in the average balances of real estate secured loans.

Interest and dividend income on investment securities decreased $7.4 million for the year ended December 31, 2025, due to a decline in the average balance and average yield of the investment securities portfolio. The combined average balance of total investment securities decreased $140.6 million to $3.54 billion (excluding the effect of fair value adjustments).  The average yield on the combined portfolio decreased to 3.02%, reflecting a 37 basis-point decrease in the yield on other securities.

Interest Expense.  Interest expense for the year ended December 31, 2025, was $217.0 million, compared to $224.4 million for the prior year, a decrease of $7.4 million, or 3%.  The decrease occurred as a result of an eight basis-point decrease in the average cost of all funding liabilities to 1.55%, partially offset by the average balance of funding liabilities increasing $274.7 million to $14.04 billion. The decrease in the average cost of our funding liabilities was primarily due to lower average interest rates paid on deposits and borrowings, reflecting both the lower rates and the impact of changes in funding composition. The increase in the average balance of funding liabilities reflects increases in interest-bearing transaction and savings accounts, partially offset by decreases in money market accounts and total borrowings.

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Deposit interest expense increased $1.3 million to $200.8 million for the year ended December 31, 2025, compared to the prior year, as a result of the average balance of interest-bearing deposits increasing by $504.1 million, partially offset by the average cost of total deposits decreasing three basis points to 1.47%. The increase in the average balance of total interest-bearing deposits was primarily due to increases in the average balances of interest-bearing transaction and savings accounts, partially offset by a decrease in the average balances of money market accounts. The decrease in the average cost of deposits between the periods was primarily due to the average cost of interest-bearing deposits decreasing 12 basis points to 2.20% for the year ended December 31, 2025, compared to 2.32% in the prior year. The decrease in the average cost of interest-bearing deposits was primarily the result of a five basis-point decrease in the cost of savings accounts, a 12 basis-point decrease in the cost of money market accounts and a 38 basis-point decrease in the cost of certificates of deposit, partially offset by a seven basis-point increase in the cost of interest-bearing checking accounts.

The average rate paid on total borrowings decreased 68 basis points to 4.29% for the year ended December 31, 2025, reflecting a 103 basis-point decrease in the average cost of FHLB advances, 37 basis-point decrease in the average cost of other borrowings, and 61 basis-point decrease in the average cost of our subordinated debt. The decrease in the average balance of total borrowings was due to a $33.4 million decrease in the average balance of FHLB advances, a $41.8 million decrease in the average balance of other borrowings and a $48.5 million decrease in the average balance of our subordinated debt.

Table 13, Analysis of Net Interest Spread, presents, for the periods indicated, our condensed average balance sheet information, together with interest income and yields earned on average interest-earning assets and interest expense and rates paid on average interest-bearing liabilities.  Average balances are computed using daily average balances.

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The following table provides an analysis of our net interest spread for the last three years (dollars in thousands):

Table 13: Analysis of Net Interest Spread

Year Ended December 31, 2025

Year Ended December 31, 2024

Year Ended December 31, 2023

Average Balance

Interest and Dividends

Yield/ Cost (3)

Average Balance

Interest and Dividends

Yield/ Cost (3)

Average Balance

Interest and Dividends

Yield/ Cost (3)

Interest-earning assets:

Held for sale loans

$

29,133 

$

1,878 

6.45 

%

$

27,627 

$

1,875 

6.79 

%

$

49,106 

$

2,621 

5.34 

%

Real estate secured loans

9,586,917 

577,625 

6.03 

%

9,094,276 

526,842 

5.79 

%

8,513,487 

460,664 

5.41 

%

Commercial/agricultural loans

1,894,615 

123,502 

6.52 

%

1,871,024 

127,028 

6.79 

%

1,782,141 

113,250 

6.35 

%

Consumer and other loans

120,351 

8,369 

6.95 

%

129,929 

8,584 

6.61 

%

138,196 

8,715 

6.31 

%

Total loans (1)

11,631,016 

711,374 

6.12 

%

11,122,856 

664,329 

5.97 

%

10,482,930 

585,250 

5.58 

%

Mortgage-backed securities

2,465,805 

61,683 

2.50 

%

2,650,010 

66,652 

2.52 

%

2,927,650 

72,927 

2.49 

%

Other securities

879,735 

37,454 

4.26 

%

951,515 

44,083 

4.63 

%

1,173,637 

52,148 

4.44 

%

Interest-bearing deposits with banks

182,332 

6,900 

3.78 

%

65,650 

2,573 

3.92 

%

46,815 

2,200 

4.70 

%

FHLB stock

15,357 

1,134 

7.38 

%

16,658 

1,302 

7.82 

%

17,903 

847 

4.73 

%

Total investment securities

3,543,229 

107,171 

3.02 

%

3,683,833 

114,610 

3.11 

%

4,166,005 

128,122 

3.08 

%

Total interest-earning assets

15,174,245 

818,545 

5.39 

%

14,806,689 

778,939 

5.26 

%

14,648,935 

713,372 

4.87 

%

Non-interest-earning assets

1,026,395 

967,122 

917,018 

Total assets

$

16,200,640 

$

15,773,811 

$

15,565,953 

Deposits:

Interest-bearing checking accounts

$

2,535,133 

$

39,383 

1.55 

%

$

2,233,902 

$

33,113 

1.48 

%

$

1,921,326 

$

13,334 

0.69 

%

Savings accounts

3,576,179 

76,733 

2.15 

%

3,231,631 

71,225 

2.20 

%

2,674,936 

27,739 

1.04 

%

Money market accounts

1,487,141 

30,314 

2.04 

%

1,632,092 

35,206 

2.16 

%

1,908,983 

24,089 

1.26 

%

Certificates of deposit

1,517,967 

54,368 

3.58 

%

1,514,726 

59,921 

3.96 

%

1,209,261 

34,964 

2.89 

%

Total interest-bearing deposits

9,116,420 

200,798 

2.20 

%

8,612,351 

199,465 

2.32 

%

7,714,506 

100,126 

1.30 

%

Non-interest-bearing deposits

4,541,445 

— 

— 

%

4,647,100 

— 

— 

%

5,436,953 

— 

— 

%

Total deposits

13,657,865 

200,798 

1.47 

%

13,259,451 

199,465 

1.50 

%

13,151,459 

100,126 

0.76 

%

Other interest-bearing liabilities:

FHLB advances

126,562 

5,774 

4.56 

%

159,954 

8,941 

5.59 

%

196,819 

10,524 

5.35 

%

Other borrowings

122,787 

2,756 

2.24 

%

164,613 

4,299 

2.61 

%

199,291 

3,376 

1.69 

%

Subordinated debt

128,877 

7,708 

5.98 

%

177,361 

11,682 

6.59 

%

185,883 

11,541 

6.21 

%

Total borrowings

378,226 

16,238 

4.29 

%

501,928 

24,922 

4.97 

%

581,993 

25,441 

4.37 

%

Total funding liabilities

14,036,091 

217,036 

1.55 

%

13,761,379 

224,387 

1.63 

%

13,733,452 

125,567 

0.91 

%

Other non-interest-bearing liabilities (2)

304,718 

308,667 

295,098 

Total liabilities

14,340,809 

14,070,046 

14,028,550 

Shareholders’ equity

1,859,831 

1,703,765 

1,537,403 

Total liabilities and shareholders’ equity

$

16,200,640 

$

15,773,811 

$

15,565,953 

Net interest income/rate spread (tax equivalent)

$

601,509 

3.84 

%

$

554,552 

3.63 

%

$

587,805 

3.96 

%

Net interest margin (tax equivalent)

3.96 

%

3.75 

%

4.01 

%

Reconciliation to reported net interest income:

Adjustments for taxable equivalent basis

(13,590)

(12,836)

(11,800)

Net interest income and margin, as reported

$

587,919 

3.87 

%

$

541,716 

3.66 

%

$

576,005 

3.93 

%

Average interest-earning assets/average interest-bearing liabilities

159.82 

%

162.46 

%

176.57 

%

Average interest-earning assets/average funding liabilities

108.11 

%

107.60 

%

106.67 

%

(footnotes follow)

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(1)Average balances include loans accounted for on a nonaccrual basis and loans 90 days or more past due.  Amortization of net deferred loan fees/costs is included with interest on loans.

(2)Average other non-interest-bearing liabilities include fair value adjustments related to junior subordinated debentures.

(3)Tax-exempt income is calculated on a tax-equivalent basis. The tax equivalent yield adjustment to interest earned on loans was $9.4 million, $8.7 million and $7.4 million for the years ended December 31, 2025, 2024 and 2023, respectively. The tax equivalent yield adjustment to interest earned on tax exempt securities was $4.2 million, $4.1 million and $4.4 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The following table sets forth the effects of changing rates and volumes on our net interest income during the periods shown (in thousands).  Information is provided with respect to (i) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate) and (ii) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume).  Effects on interest income attributable to changes in rate and volume (changes in rate multiplied by changes in volume) have been allocated between changes in rate and changes in volume (in thousands):

Table 14: Rate/Volume Analysis

Year Ended December 31, 2025

Compared to Year Ended December 31, 2024

Increase (Decrease) in Income/Expense Due to

Year Ended December 31, 2024

Compared to Year Ended December 31, 2023

Increase (Decrease) in Income/Expense Due to

Rate

Volume

Net

Rate

Volume

Net

Interest-earning assets:

Held for sale loans

$

(97)

$

100 

$

3 

$

592 

$

(1,338)

$

(746)

Real estate secured loans

21,587 

29,196 

50,783 

33,661 

32,517 

66,178 

Commercial/agricultural loans

(5,112)

1,586 

(3,526)

7,967 

5,811 

13,778 

Consumer and other loans

437 

(652)

(215)

404 

(535)

(131)

Total loans

16,815 

30,230 

47,045 

42,624 

36,455 

79,079 

Mortgage-backed securities

(359)

(4,610)

(4,969)

702 

(6,977)

(6,275)

Other securities

(3,433)

(3,196)

(6,629)

2,148 

(10,213)

(8,065)

Interest-bearing deposits with banks

(92)

4,419 

4,327 

(408)

781 

373 

FHLB stock

(70)

(98)

(168)

518 

(63)

455 

Total investment securities

(3,954)

(3,485)

(7,439)

2,960 

(16,472)

(13,512)

Total net change in interest income on interest-earning assets

12,861 

26,745 

39,606 

45,584 

19,983 

65,567 

Interest-bearing liabilities:

Interest-bearing checking accounts

1,647 

4,623 

6,270 

17,301 

2,478 

19,779 

Savings accounts

(1,925)

7,433 

5,508 

36,699 

6,787 

43,486 

Money market accounts

(1,871)

(3,021)

(4,892)

15,032 

(3,915)

11,117 

Certificates of deposit

(5,681)

128 

(5,553)

14,802 

10,155 

24,957 

Total interest-bearing deposits

(7,830)

9,163 

1,333 

83,834 

15,505 

99,339 

FHLB advances

(1,483)

(1,684)

(3,167)

460 

(2,043)

(1,583)

Other borrowings

(550)

(993)

(1,543)

1,588 

(665)

923 

Subordinated debt

(1,000)

(2,974)

(3,974)

684 

(543)

141 

Total borrowings

(3,033)

(5,651)

(8,684)

2,732 

(3,251)

(519)

Total net change in interest expense on interest-bearing liabilities

(10,863)

3,512 

(7,351)

86,566 

12,254 

98,820 

Net change in net interest income (tax equivalent)

$

23,724 

$

23,233 

$

46,957 

$

(40,982)

$

7,729 

$

(33,253)

Provision and Allowance for Credit Losses.  We recorded an $11.6 million provision for credit losses - loans in the year ended December 31, 2025, compared to an $8.6 million provision for credit losses - loans in 2024.

The provision for credit losses - loans reflects the amount required to maintain the allowance for credit losses - loans at an appropriate level based upon Management’s evaluation of the adequacy of collective and individual loss reserves. The provision for credit losses - loans for the current year reflects growth in the loan portfolio and risk rating downgrades. The prior year provision for credit losses - loans also primarily reflected loan growth and risk rating downgrades. Future assessments of the expected credit losses will not only be impacted by changes to the reasonable and supportable forecast, but will also include an updated assessment of qualitative factors, as well as consideration of any required changes in the reasonable and supportable forecast reversion period.

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The following table sets forth an analysis of our allowance for credit losses - loans for the periods indicated (dollars in thousands):

Table 15: Changes in Allowance for Credit Losses - Loans

Years Ended December 31

2025

2024

2023

Balance, beginning of period

$

155,521 

$

149,643 

$

141,465 

Provision for credit losses – loans

11,637 

8,563 

11,097 

Recoveries of loans previously charged off:

Commercial real estate

194 

2,767 

557 

Construction and land

729 

— 

29 

One- to four-family residential

273 

171 

230 

Commercial business

1,110 

1,963 

1,283 

Agricultural business, including secured by farmland

178 

304 

146 

Consumer

448 

476 

543 

Total recoveries

2,932 

5,681 

2,788 

Loans charged off:

Commercial real estate

— 

(351)

— 

Construction and land

(218)

(150)

(1,089)

One- to four-family residential

(13)

— 

(42)

Commercial business

(5,548)

(5,955)

(2,650)

Agricultural business, including secured by farmland

(2,416)

— 

(564)

Consumer

(1,619)

(1,910)

(1,362)

Total charge-offs

(9,814)

(8,366)

(5,707)

Net charge-offs

(6,882)

(2,685)

(2,919)

Balance, end of period

$

160,276 

$

155,521 

$

149,643 

Total loans

$

11,721,687 

$

11,354,656 

$

10,810,455 

Average outstanding loans

$

11,601,883 

$

11,095,229 

$

10,433,824 

Total nonaccrual loans

$

41,525 

$

36,552 

$

26,857 

Allowance for credit losses - loans as a percent of total loans

1.37 

%

1.37 

%

1.38 

%

Allowance for credit losses - loans as a percent of nonaccrual loans

386 

%

425 

%

557 

%

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The following table sets forth the breakdown of the allowance for credit losses – loans by loan category at the dates indicated (dollars in thousands):

Table 16: Allocation of Allowance for Credit Losses - Loans

December 31

2025

2024

2023

Amount

Percent of Loans in Each Category to Total Loans

Percent of Allowance to Loans in Each Category

Amount

Percent of Loans in Each Category to Total Loans

Percent of Allowance to Loans in Each Category

Amount

Percent of Loans in Each Category to Total Loans

Percent of Allowance to Loans in Each Category

Allowance for credit losses - loans:

Commercial real estate

$

41,599 

35 

%

1.03 

%

$

40,830 

34 

%

1.06 

%

$

44,384 

34 

%

1.22 

%

Multifamily real estate

9,805 

7 

1.15 

10,308 

8 

1.15 

9,326 

8 

1.15 

Construction and land

35,508 

15 

2.07 

29,038 

14 

1.91 

28,095 

14 

1.83 

One- to four-family real estate

19,552 

13 

1.24 

20,807 

14 

1.31 

19,271 

14 

1.27 

Commercial business

37,785 

21 

1.57 

38,611 

21 

1.59 

35,464 

21 

1.56 

Agricultural business, including secured by farmland

5,567 

3 

1.58 

5,727 

3 

1.68 

3,865 

3 

1.17 

Consumer

10,460 

6 

1.36 

10,200 

6 

1.41 

9,238 

6 

1.32 

Total allowance for credit losses - loans

$

160,276 

100 

%

1.37 

%

$

155,521 

100 

%

1.37 

%

$

149,643 

100 

%

1.38 

%

The allowance for credit losses - unfunded loan commitments was $15.0 million as of December 31, 2025, compared to $13.6 million as of December 31, 2024. The increase in the allowance for credit losses - unfunded loan commitments reflects an increase in unfunded loan commitments and credit downgrades, primarily within the construction, land and land development loan category.

The following table sets forth an analysis of our allowance for credit losses - unfunded loan commitments for the periods indicated (dollars in thousands):

Table 17: Changes in Allowance for Credit Losses - Unfunded Loan Commitments

Years Ended, December 31,

2025

2024

2023

Balance, beginning of period

$

13,562 

$

14,484 

$

14,721 

Provision (recapture) for credit losses - unfunded loan commitments

1,423 

(922)

(237)

Balance, end of period

$

14,985 

$

13,562 

$

14,484 

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Non-interest Income. The following table presents the key components of non-interest income for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands):

Table 18: Non-interest Income

2025 compared to 2024

2024 compared to 2023

2025

2024

Change Amount

Change Percent

2024

2023

Change Amount

Change Percent

Deposit fees and other service charges

$

43,240 

$

43,371 

$

(131)

— 

%

$

43,371 

$

41,638 

$

1,733 

4 

%

Mortgage banking operations

13,244 

12,207 

1,037 

8 

%

12,207 

11,817 

390 

3 

%

Bank-owned life insurance

10,152 

9,193 

959 

10 

%

9,193 

9,245 

(52)

(1)

%

Miscellaneous

7,188 

8,289 

(1,101)

(13)

%

8,289 

5,169 

3,120 

60 

%

73,824 

73,060 

764 

1 

%

73,060 

67,869 

5,191 

8 

%

Net gain (loss) on sale of securities

374 

(5,190)

5,564 

(107)

%

(5,190)

(19,242)

14,052 

(73)

%

Net change in valuation of financial instruments carried at fair value

(1,384)

(982)

(402)

41 

%

(982)

(4,218)

3,236 

(77)

%

Total non-interest income

$

72,814 

$

66,888 

$

5,926 

9 

%

$

66,888 

$

44,409 

$

22,479 

51 

%

Non-interest income increased for the year ended December 31, 2025, compared to the year ended December 31, 2024.  The increase was primarily due to the recognition of a net gain on the sale of securities during the year ended December 31, 2025, compared to a net loss on the sale of securities during the prior year. Additionally, revenue from mortgage banking operations increased. This was partially offset by a decrease in miscellaneous income.

A net gain of $374,000 was recognized in the current period on the sale of securities, compared to $5.2 million in strategic losses recorded during the year ended December 31, 2024. The prior year losses were taken to mitigate rising interest rate risk in the securities portfolio.

Revenue from mortgage banking operations, including gains from one- to four-family and multifamily loan sales and loan servicing fees, increased for the year ended December 31, 2025, compared to the prior year. The volume of one- to four-family loans sold during the year ended December 31, 2025, increased compared to the prior year, although overall volumes remained low due to reduced refinancing and purchase activity in the current rate environment. We sold $453.8 million of one- to four-family loans held for sale for the year ended December 31, 2025, compared to $408.9 million for the year ended December 31, 2024. The increase was also impacted by increases in the pricing on the one- to four-family loans sold during the current year. Sales of one- to four-family loans held for sale for the year ended December 31, 2025, resulted in gains of $9.1 million, compared to $8.0 million for the year ended December 31, 2024.

Miscellaneous income decreased for the year ended December 31, 2025, compared to the year ended December 31, 2024, primarily due to losses incurred on the disposal of assets during 2025.

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Non-interest Expense.  The following table represents key elements of non-interest expense for the years ended December 31, 2025, 2024 and 2023 (dollars in thousands).

Table 19: Non-interest Expense

2025 compared to 2024

2024 compared to 2023

2025

2024

Change Amount

Change Percent

2024

2023

Change Amount

Change Percent

Salary and employee benefits

$

260,706 

$

250,555 

$

10,151 

4 

%

$

250,555 

$

244,563 

$

5,992 

2 

%

Less capitalized loan origination costs

(17,219)

(16,857)

(362)

2 

%

(16,857)

(16,257)

(600)

4 

%

Occupancy and equipment

48,723 

48,771 

(48)

— 

%

48,771 

47,886 

885 

2 

%

Information and computer data services

33,067 

29,165 

3,902 

13 

%

29,165 

28,445 

720 

3 

%

Payment and card processing services

23,948 

22,518 

1,430 

6 

%

22,518 

20,547 

1,971 

10 

%

Professional and legal expenses

9,492 

7,858 

1,634 

21 

%

7,858 

9,830 

(1,972)

(20)

%

Advertising and marketing

4,748 

5,149 

(401)

(8)

%

5,149 

4,794 

355 

7 

%

Deposit insurance

11,314 

11,398 

(84)

(1)

%

11,398 

10,529 

869 

8 

%

State and municipal business and use taxes

6,276 

5,648 

628 

11 

%

5,648 

5,260 

388 

7 

%

Real estate operations, net

491 

293 

198 

68 

%

293 

(538)

831 

(154)

%

Amortization of core deposit intangibles

1,567 

2,626 

(1,059)

(40)

%

2,626 

3,756 

(1,130)

(30)

%

Miscellaneous

25,661 

24,414 

1,247 

5 

%

24,414 

23,723 

691 

3 

%

Total non-interest expense

$

408,774 

$

391,538 

$

17,236 

4 

%

$

391,538 

$

382,538 

$

9,000 

2 

%

Non-interest expense for the year ended December 31, 2025, increased compared to the same period in 2024. The increase was primarily due to increases in salary and employee benefits, information and computer data services expense, payment and card processing services expense, and professional and legal expenses.

Salary and employee benefits increased for the year ended December 31, 2025, compared to the prior year, primarily due to normal annual salary and wage increases, an increase in loan and deposit related commission expense, and an increase in medical claims expense.

Information and computer data services expense increased for the year ended December 31, 2025, compared to the prior year, primarily due to an increase in software expenses related to additional software service contracts and the implementation of a new loan and deposit origination system during 2025.

Payment and card processing services increased for the year ended December 31, 2025, compared to the prior year, primarily reflecting increases in online banking costs and rewards program expenses.

Professional and legal expenses increased for the year ended December 31, 2025, from the year ended December 31, 2024, primarily due to an increase in legal expenses and a pending legal settlement accrual.

Income Taxes. For the year ended December 31, 2025, we recognized $43.5 million in income tax expense for an effective rate of 18.2%, which reflects our statutory tax rate reduced by the effect of tax-exempt income, certain tax credits, and tax benefits related to restricted stock vesting. Our blended federal and state statutory income tax rate is 24.0%, representing a blend of the statutory federal income tax rate of 21.0% and apportioned effects of the state and local jurisdictions where we do business. For the year ended December 31, 2024, we recognized $40.6 million in income tax expense for an effective tax rate of 19.4%.

Comparison of Results of Operations for the Years Ended December 31, 2024 and 2023

See Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024, previously filed with the SEC.

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Market Risk and Asset/Liability Management

Our financial condition and operations are influenced significantly by general economic conditions, including the absolute level of interest rates as well as changes in interest rates and the slope of the yield curve.  Our profitability is dependent largely on our net interest income, which is the difference between the interest received from our interest-earning assets and the interest expense incurred on our interest-bearing liabilities.

Our activities, like those of all financial institutions, inherently involve the assumption of interest rate risk. Interest rate risk is the risk that fluctuations in market interest rates will have an adverse impact on the institution’s earnings and underlying economic value.  Interest rate risk is determined by the maturity and repricing characteristics of an institution’s assets, liabilities and off-balance-sheet contracts.  Interest rate risk is measured by the variability of financial performance and economic value, resulting from changes in interest rates.  Interest rate risk is the primary market risk affecting our financial performance.

Our greatest source of interest rate risk results from the mismatch of maturities or repricing intervals for rate sensitive assets, liabilities and off-balance-sheet contracts. This mismatch or gap is generally characterized by a substantially shorter maturity structure for interest-bearing liabilities than interest-earning assets, although our floating-rate assets tend to be more immediately responsive to changes in market rates than most deposit liabilities. Additional interest rate risk results from mismatched repricing indices and formula (basis risk and yield curve risk), and product caps and floors and early repayment or withdrawal provisions (option risk), which may be contractual or market driven, that are generally more favorable to clients than to us. An exception to this generalization is the beneficial effect of interest rate floors on a portion of our performing floating-rate loans, which help us maintain higher loan yields in periods when market interest rates decline significantly. However, in a declining interest rate environment as loans with floors are repaid, they generally are replaced with new loans which have lower interest rate floors.  As of December 31, 2025, our loans with interest rate floors totaled $5.64 billion and had a weighted average floor rate of 4.97% compared to a current average note rate of 6.32%.  As of December 31, 2025, loans with interest rates at their floors totaled $1.38 billion and had a weighted average note rate of 5.00%. The Company actively manages its exposure to interest rate risk through ongoing adjustments to the mix of interest-earning assets and funding sources that affect the repricing speeds of loans, investments, interest-bearing deposits and borrowings.

The principal objectives of asset/liability management are: to evaluate the interest rate risk exposure; to determine the appropriate level of risk given our operating environment, business plan strategies, performance objectives, capital and liquidity constraints, and asset and liability allocation alternatives; and to manage our interest rate risk consistent with regulatory guidelines and policies approved by the Board of Directors.  Through such management, we seek to reduce the vulnerability of our earnings and capital position to changes in the level of interest rates.  Our actions in this regard are taken under the guidance of the Asset/Liability Management Committee, which is comprised of members of our senior management.  The Committee closely monitors our interest sensitivity exposure, asset and liability allocation decisions, liquidity and capital positions, and local and national economic conditions, and attempts to structure the loan and investment portfolios and funding sources to maximize earnings within acceptable risk tolerances.

Sensitivity Analysis

Our primary monitoring tool for assessing interest rate risk is asset/liability simulation modeling, which is designed to capture the dynamics of balance sheet, interest rate and spread movements, and to quantify variations in net interest income resulting from those movements under different rate environments.  The sensitivity of net interest income to changes in the modeled interest rate environments provides a measurement of interest rate risk.  We also utilize economic value analysis, which addresses changes in estimated net economic value of equity arising from changes in the level of interest rates.  The net economic value of equity is estimated by separately valuing our assets and liabilities under varying interest rate environments.  The extent to which assets gain or lose value in relation to the gains or losses of liability values under the various interest rate assumptions determines the sensitivity of net economic value to changes in interest rates and provides an additional measure of interest rate risk.

The interest rate sensitivity analysis performed by us incorporates beginning-of-the-period rate, balance and maturity data, using various levels of aggregation of that data, as well as certain assumptions concerning the maturity, repricing, amortization and prepayment characteristics of loans and other interest-earning assets and the repricing and withdrawal of deposits and other interest-bearing liabilities into an asset/liability simulation model. We update and prepare simulation modeling at least quarterly for review by senior management and oversight by the directors. We believe the data and assumptions are realistic representations of our portfolio and possible outcomes under the various interest rate scenarios. Nonetheless, the interest rate sensitivity of our net interest income and net economic value of equity could vary substantially if different assumptions were used or if actual experience differs from the assumptions used.

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The following tables set forth, as of December 31, 2025, the estimated changes in our net interest income over one-year and two-year time horizons for our rate ramp and rate shock interest rate sensitivity scenarios, and the estimated changes in economic value of equity for our rate shock interest rate sensitivity scenario based on the indicated interest rate environments (dollars in thousands):

Table 20: Interest Rate Risk Indicators - Rate Ramp

December 31, 2025

Estimated Increase (Decrease) in

Change (in Basis Points) in Interest Rates (1)

Net Interest Income Next 12 Months

Net Interest Income Next 24 Months

+300

$

4,497 

0.7 

%

$

27,788 

2.2 

%

+200

6,910 

1.1 

35,604 

2.8 

+100

5,333 

0.9 

25,965 

2.0 

0

— 

— 

— 

— 

-100

(7,146)

(1.1)

(33,928)

(2.6)

-200

(12,638)

(2.0)

(62,152)

(4.8)

-300

(15,809)

(2.5)

(80,674)

(6.3)

(1)Assumes a gradual change in market interest rates at all maturities during the first year; however, no rates are allowed to go below zero.  The targeted Federal Funds Rate was between 3.5% and 3.75% at December 31, 2025.

Table 21: Interest Rate Risk Indicators - Rate Shock

December 31, 2025

Estimated Increase (Decrease) in

Change (in Basis Points) in Interest Rates (1)

Net Interest Income Next 12 Months

Net Interest Income Next 24 Months

Economic Value of Equity

+300

$

4,720 

0.8 

%

$

48,022 

3.7 

%

$

(436,116)

(14.5)

%

+200

14,546 

2.3 

57,423 

4.5 

(244,171)

(8.1)

+100

12,616 

2.0 

40,790 

3.2 

(95,592)

(3.2)

0

— 

— 

— 

— 

— 

— 

-100

(16,023)

(2.6)

(51,412)

(4.0)

33,618 

1.1 

-200

(27,950)

(4.5)

(98,150)

(7.6)

15,424 

0.5 

-300

(34,449)

(5.5)

(131,101)

(10.2)

(57,481)

(1.9)

(1)Assumes an instantaneous and sustained uniform change in market interest rates at all maturities; however, no rates are allowed to go below zero.  The targeted Federal Funds Rate was between 3.5% and 3.75% at December 31, 2025.

At December 31, 2025, the Company’s interest rate risk profile reflected a moderately asset-sensitive position in the near term, with net interest income projected to increase under rising rate scenarios and decrease under falling rate scenarios. In contrast, the estimated long-term economic value of the balance sheet was more sensitive to interest rate changes, declining under rising rate scenarios and changing less under falling rate scenarios. This opposite directional behavior occurs because net interest income reflects the short-term repricing of assets and liabilities, whereas the economic value of equity measures the present value of all future cash flows; higher interest rates reduce the present value of assets more than liabilities, decreasing economic value of equity, and vice versa. Overall, the results indicate that near-term earnings are expected to benefit from higher interest rates, while the long-term economic value of equity is more sensitive to market rate movements.

Another monitoring tool for assessing interest rate risk is gap analysis.  The matching of the repricing characteristics of assets and liabilities may be analyzed by examining the extent to which assets and liabilities are interest sensitive and by monitoring an institution’s interest sensitivity gap.  An asset or liability is said to be interest sensitive within a specific time period if it will mature or reprice within that time period.  The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets anticipated, based upon certain assumptions, to mature or reprice within a specific time period and the amount of interest-bearing liabilities anticipated to mature or reprice, based upon certain assumptions, within that same time period.  A gap is considered positive when the amount of interest-sensitive assets exceeds the amount of interest-sensitive liabilities.  A gap is considered negative when the amount of interest-sensitive liabilities exceeds the amount of interest-sensitive assets.  Generally, during a period of rising rates, a negative gap would tend to adversely affect net interest income, while a positive gap would tend to result in an increase in net interest income.  During a period of falling interest rates, a negative gap would tend to result in an increase in net interest income, while a positive gap would tend to adversely affect net interest income.

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Certain shortcomings are inherent in gap analysis.  For example, although certain assets and liabilities may have similar maturities or periods of repricing, they may react in different degrees to changes in market rates.  Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market rates, while interest rates on other types may lag changes in market rates.  Additionally, certain assets, such as ARM loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset.  Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table.  Finally, the ability of some borrowers to service their debt may decrease in the event of a severe change in market rates.

Table 22, Interest Sensitivity Gap, presents our interest sensitivity gap between interest-earning assets and interest-bearing liabilities at December 31, 2025.  The following table sets forth the amounts of interest-earning assets and interest-bearing liabilities, which are anticipated by us, based upon certain assumptions, to reprice or mature in each of the future periods shown.  At December 31, 2025, total interest-earning assets maturing or repricing within one year exceeded total interest-bearing liabilities maturing or repricing in the same time period by $3.10 billion, representing a one-year cumulative gap to total assets ratio of 18.93%. The interest rate risk indicators and interest sensitivity gaps as of December 31, 2025, are within our internal policy guidelines and Management considers our current level of interest rate risk is reasonable.

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The following table provides a GAP analysis as of December 31, 2025 (dollars in thousands):

Table 22: Interest Sensitivity Gap

December 31, 2025

Within 6 Months

After 6 Months

Within 1 Year

After 1 Year

Within 3 Years

After 3 Years

Within 5 Years

After 5 Years

Within 10 Years

Over 10 Years

Total

Interest-earning assets: (1)

Construction loans

$

1,289,825 

$

94,103 

$

80,277 

$

10,164 

$

1,085 

$

— 

$

1,475,454 

Fixed-rate mortgage loans

258,263 

195,413 

709,448 

566,606 

695,174 

403,402 

2,828,306 

Adjustable-rate mortgage loans

1,430,470 

528,402 

1,497,527 

969,574 

374,359 

3,464 

4,803,796 

Fixed-rate mortgage-backed securities

88,040 

94,521 

364,837 

436,901 

671,460 

667,537 

2,323,296 

Adjustable-rate mortgage-backed securities

185,403 

50 

5,207 

247 

3,691 

— 

194,598 

Fixed-rate commercial/agricultural loans

108,019 

84,392 

256,156 

129,516 

137,793 

16,398 

732,274 

Adjustable-rate commercial/agricultural loans

950,970 

39,085 

102,711 

36,586 

1,026 

— 

1,130,378 

Consumer and other loans

606,631 

56,422 

49,191 

17,674 

15,349 

37,224 

782,491 

Investment securities and interest-earning deposits

316,909 

8,685 

31,760 

88,297 

153,531 

391,664 

990,846 

Total rate sensitive assets

5,234,530 

1,101,073 

3,097,114 

2,255,565 

2,053,468 

1,519,689 

15,261,439 

Interest-bearing liabilities: (2)

Regular savings

515,503 

167,842 

577,388 

454,766 

773,024 

1,235,399 

3,723,922 

Interest-bearing checking accounts

319,394 

110,089 

389,427 

319,192 

568,777 

902,201 

2,609,080 

Money market deposit accounts

188,504 

110,796 

347,068 

232,951 

302,590 

206,092 

1,388,001 

Certificates of deposit

1,181,652 

299,356 

44,404 

6,453 

439 

— 

1,532,304 

FHLB advances

150,000 

— 

— 

— 

— 

— 

150,000 

Subordinated notes

— 

— 

— 

— 

— 

— 

— 

Junior subordinated debentures

89,178 

— 

— 

— 

— 

— 

89,178 

Retail repurchase agreements

107,715 

— 

— 

— 

— 

— 

107,715 

Total rate sensitive liabilities

2,551,946 

688,083 

1,358,287 

1,013,362 

1,644,830 

2,343,692 

9,600,200 

Excess (deficiency) of interest-sensitive assets over interest-sensitive liabilities

$

2,682,584 

$

412,990 

$

1,738,827 

$

1,242,203 

$

408,638 

$

(824,003)

$

5,661,239 

Cumulative excess of interest-sensitive assets

$

2,682,584 

$

3,095,574 

$

4,834,401 

$

6,076,604 

$

6,485,242 

$

5,661,239 

$

5,661,239 

Cumulative ratio of interest-earning assets to interest-bearing liabilities

205.12 

%

195.54 

%

205.13 

%

208.28 

%

189.37 

%

158.97 

%

158.97 

%

Interest sensitivity gap to total assets

16.40 

%

2.53 

%

10.63 

%

7.60 

%

2.50 

%

(5.04)

%

34.62 

%

Ratio of cumulative gap to total assets

16.40 

%

18.93 

%

29.56 

%

37.16 

%

39.65 

%

34.62 

%

34.62 

%

(footnotes follow)

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(1)    Adjustable-rate assets are included in the period in which interest rates are next scheduled to adjust rather than in the period in which they are due to mature, and fixed-rate assets are included in the period in which they are scheduled to be repaid based upon scheduled amortization, in each case adjusted to take into account estimated prepayments.  Mortgage loans and other loans are not reduced for allowances for credit losses and non-performing loans.  Mortgage loans, mortgage-backed securities, other loans and investment securities are not adjusted for deferred fees and unamortized acquisition premiums and discounts.

(2)    Adjustable-rate liabilities are included in the period in which interest rates are next scheduled to adjust rather than in the period they are due to mature.  Although regular savings, demand, interest-bearing checking, and money market deposit accounts are subject to immediate withdrawal, based on historical experience, Management considers a substantial amount of such accounts to be core deposits having significantly longer maturities.  For the gap analysis, these accounts have been assigned decay rates to reflect their longer effective maturities.  If these accounts had been assumed to be short-term, the one-year cumulative gap of interest-sensitive assets would have been a negative $3.21 billion, or negative 19.65% of total assets at December 31, 2025.  Interest-bearing liabilities for this table exclude certain non-interest-bearing deposits that are included in the average balance calculations.

Management is aware of the sources of interest rate risk and actively monitors and manages it to the extent possible. Based on our analysis of the interest rate risk scenarios and our strategies for managing our risk, Management believes our current level of interest rate risk is reasonable.

Liquidity and Capital Resources

Our primary sources of funds are deposits, borrowings, proceeds from loan principal and interest payments and sales of loans, and the maturity of and interest income on mortgage-backed and investment securities.  While maturities and scheduled amortization of loans and mortgage-backed securities are a predictable source of funds, deposit flows and mortgage prepayments are greatly influenced by market interest rates, economic conditions, competition and our pricing strategies.

Our primary investing activity is the origination of loans and, in certain periods, the purchase of securities or loans.  During the years ended December 31, 2025 and 2024, our loan originations, including originations of loans held for sale, exceeded our loan repayments by $852.6 million and $984.7 million, respectively.  There were $10.9 million of loans purchased during the year ended December 31, 2025, and $4.7 million loans purchased during the year ended December 31, 2024. During the years ended December 31, 2025 and 2024, we received proceeds of $492.3 million and $435.3 million, respectively, from the sale of loans.  Securities purchased during the years ended December 31, 2025 and 2024 totaled $155.8 million and $63.2 million, respectively, and securities repayments, maturities and sales in those same periods were $381.7 million and $369.9 million, respectively.

Our primary funding source is deposits. Total deposits increased by $228.7 million during the year ended December 31, 2025, with core deposits increasing $196.1 million and certificates of deposit increasing $32.6 million. At December 31, 2025, core deposits totaled $12.21 billion, or 89%, of total deposits, compared with $12.01 billion, or 89% of total deposits at December 31, 2024. The increase in core deposits compared to the prior year end primarily reflects increases in interest-bearing transaction and savings accounts. Certificates of deposit are generally more vulnerable to competition and more price sensitive than other retail deposits and our pricing of those deposits varies significantly based upon our liquidity management strategies at any point in time. At December 31, 2025, certificates of deposit totaled $1.53 billion, or 11% of our total deposits, including $1.48 billion which were scheduled to mature within one year.

We had $150.0 million of FHLB advances at December 31, 2025, compared to $290.0 million at December 31, 2024.  Other borrowings at December 31, 2025, decreased $17.5 million to $107.7 million from December 31, 2024. Both the FHLB advances and other borrowings outstanding at December 31, 2025, are scheduled to mature during 2026.

We must maintain an adequate level of liquidity to ensure the availability of sufficient funds to accommodate deposit withdrawals, support loan growth, satisfy financial commitments and take advantage of investment opportunities.  We use our sources of funds primarily to fund loan growth and deposit outflows.  At December 31, 2025, we had outstanding loan commitments totaling $4.0 billion, primarily relating to undisbursed loans in process and unused credit lines.  While representing potential growth in the loan portfolio and lending activities, this level of commitments is proportionally consistent with our historical experience and does not represent a departure from normal operations. At December 31, 2025, we had $25.1 million of purchase obligations under contracts with our key vendors to provide services, mainly information technology related contracts. In addition, at December 31, 2025, we had $12.6 million of commitments under operating lease agreements in the next 12 months.

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We generally maintain sufficient cash and readily marketable securities to meet short-term liquidity needs; however, our primary liquidity management practice to supplement deposits is to increase or decrease short-term borrowings, including FHLB advances and Federal Reserve Bank of San Francisco (FRBSF) borrowings.  We maintain credit facilities with the FHLB, subject to collateral requirements and a sufficient level of ownership of FHLB stock.  At December 31, 2025, under these credit facilities based on pledged collateral, the Bank had $3.65 billion of available credit capacity.  Advances under these credit facilities totaled $150.0 million at December 31, 2025.  In addition, the Bank has been approved for participation in the FRBSF’s Borrower-In-Custody program.  Under this program, based on pledged collateral, the Bank had available lines of credit of approximately $1.55 billion as of December 31, 2025, subject to certain collateral requirements, namely the collateral type and risk rating of eligible pledged loans. We had no funds borrowed from the FRBSF at December 31, 2025 or 2024. At December 31, 2025, the Bank also had uncommitted federal funds line of credit agreements with other financial institutions totaling $125.0 million. No balances were outstanding under these agreements as of December 31, 2025 or 2024. Availability of lines is subject to federal funds balances available for loan and continued borrower eligibility. These lines are intended to support short-term liquidity needs and the agreements may restrict consecutive day usage. Management believes it has adequate resources and funding potential to meet our foreseeable liquidity requirements.

Banner is a separate legal entity from the Bank and, on a stand-alone level, must provide for its own liquidity and pay its own operating expenses and cash dividends.

Banner’s primary sources of funds consist of capital raised through dividends or capital distributions from the Bank, although there are regulatory restrictions on the ability of the Bank to pay dividends. We currently expect to continue our current practice of paying quarterly cash dividends on our common stock, subject to our Board of Directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. Our current quarterly common stock dividend rate is $0.50 per share, as approved by our Board of Directors, which we believe is a dividend rate per share that enables us to balance our multiple objectives of managing and investing in the Bank, and returning a substantial portion of our cash to our shareholders. Assuming continued quarterly dividend payments during 2026 at this rate of $0.50 per share, our average total dividend paid each quarter would be approximately $17.0 million based on the number of outstanding shares at December 31, 2025. At December 31, 2025, Banner (on an unconsolidated basis) had liquid assets of $69.0 million.

During the year ended December 31, 2025, total shareholders’ equity increased $172.0 million to $1.95 billion, representing 11.90% of total assets. At December 31, 2025, tangible common shareholders’ equity, a non-GAAP financial measure which excludes goodwill and other intangible assets, was $1.57 billion, or 9.84% of tangible assets. See “Executive Overview - Non-GAAP Financial Measures” above for a reconciliation of total shareholders’ equity to tangible common shareholders’ equity.

Capital Requirements

Banner is a bank holding company registered with the Federal Reserve.  Bank holding companies are subject to capital adequacy requirements of the Federal Reserve under the Bank Holding Company Act of 1956, as amended, and the regulations of the Federal Reserve.  The Bank, as a state-chartered, federally insured commercial bank, is subject to the capital requirements established by the FDIC.

The capital adequacy requirements are quantitative measures established by regulation that require Banner and the Bank to maintain minimum amounts and ratios of capital.  The Federal Reserve requires Banner to maintain capital adequacy that generally parallels the FDIC requirements.  The FDIC requires the Bank to maintain minimum capital ratios of total capital, tier 1 capital, and common equity tier 1 capital to risk-weighted assets as well as tier 1 leverage capital to average assets.  In addition to the minimum capital ratios, the Bank must maintain a capital conservation buffer consisting of additional common equity tier 1 capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses. At December 31, 2025, Banner and the Bank each exceeded all current regulatory capital requirements to be “well capitalized” and the fully phased-in capital conservation buffer requirement.

The following table shows the regulatory capital ratios for Banner and the Bank as of December 31, 2025.

Table 23: Regulatory Capital Ratios

Capital Ratios

Banner Corporation

Banner Bank

Total capital to risk-weighted assets

14.69 

%

14.14 

%

Tier 1 capital to risk-weighted assets

13.44 

12.89 

Tier 1 capital to average leverage assets

11.41 

10.95 

Tier 1 common equity to risk-weighted assets

12.81 

12.89