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GLACIER BANCORP, INC. (GBCI)

CIK: 0000868671. 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=868671. Latest filing source: 0000868671-26-000023.

Informational only - descriptive public-record data, not investment advice.

Business

Read GBCI's verbatim Item 1 Business section from its latest 10-K: Business.

Risk Factors

Read GBCI's verbatim Item 1A Risk Factors from its latest 10-K: Risk Factors.

Selected Fundamentals

MetricValueUnitFYFiled
Revenue1,295,797,000USD20252026-02-25
Net income239,028,000USD20252026-02-25
Assets31,978,063,000USD20252026-02-25

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-25. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000868671.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Download these verified figures (annual + quarterly, with per-value filing provenance): JSON · CSV

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Metric2010201120122013201420152016201720182019202020212022202320242025
Revenue344,153,000375,022,000468,996,000546,177,000627,064,000681,074,000829,640,0001,017,655,0001,139,850,0001,295,797,000
Net income121,131,000116,377,000181,878,000210,544,000266,400,000284,757,000303,202,000222,927,000190,144,000239,028,000
Diluted EPS1.591.502.172.382.812.862.742.011.681.99
Operating cash flow193,087,000254,741,000280,711,000226,649,000189,545,000572,049,000470,660,000500,715,000258,037,000374,399,000
Capital expenditures22,652,00017,492,00010,730,0008,977,00014,389,00018,224,00033,763,00049,534,00048,277,00026,848,000
Dividends paid84,040,000111,720,00085,493,000124,468,000131,263,000145,557,000157,540,000146,690,000150,034,000162,736,000
Assets9,450,600,0009,706,349,00012,115,484,00013,683,999,00018,504,206,00025,940,645,00026,635,375,00027,742,629,00027,902,987,00031,978,063,000
Liabilities8,333,731,0008,507,292,00010,599,630,00011,723,266,00016,197,165,00022,763,023,00023,792,070,00024,722,348,00024,679,133,00027,764,242,000
Stockholders' equity1,116,869,0001,199,057,0001,515,854,0001,960,733,0002,307,041,0003,177,622,0002,843,305,0003,020,281,0003,223,854,0004,213,821,000
Free cash flow436,897,000451,181,000209,760,000347,551,000

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Metric2010201120122013201420152016201720182019202020212022202320242025
Net margin35.20%31.03%38.78%38.55%42.48%41.81%36.55%21.91%16.68%18.45%
Return on equity10.85%9.71%12.00%10.74%11.55%8.96%10.66%7.38%5.90%5.67%
Return on assets1.28%1.20%1.50%1.54%1.44%1.10%1.14%0.80%0.68%0.75%
Liabilities / equity7.467.096.995.987.027.168.378.197.666.59

Industry Peer Context

Each number-line places GBCI against the min, median, and max of latest reported values among companies in the same SIC industry when at least three peers report that ratio.

Net margin peer context

GBCI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.GBCI Net margin versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -52.5%Median 21.9%Max 46.5%GBCI 18.4%

ROE peer context

GBCI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.GBCI ROE versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -22.0%Median 9.6%Max 17.5%GBCI 5.7%

ROA peer context

GBCI ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.GBCI ROA versus SIC peer range. Source: grepcent computed from latest SEC companyfacts ratios for SIC industry 6022; peer count 149.149 SIC peersMin -2.3%Median 1.1%Max 2.5%GBCI 0.7%

Financial Bridges

Waterfall figures reconcile reported SEC companyfacts components. Missing bridges are omitted when required components are not present for the same fiscal year.

Free cash flow = operating cash flow - capital expenditures

GBCI FY2025 free cash flow bridge from reported figures.GBCI FY2025 free cash flow bridge from reported figures.GBCI free cash flow bridgeFY2025: operating cash flow less capital expendituresSource: SEC companyfacts FY2025.Free cash flow bridgeReported amount$0.0B$250.0M$500.0M$374.4MOperating cash flow-$26.8MCapex$347.6MFree cash flow

Figure provenance: SEC companyfacts FY 2025. Operating cash flow: accession 0000868671-26-000023; concept NetCashProvidedByUsedInOperatingActivities; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities | Capital expenditures: accession 0000868671-26-000023; concept PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:PaymentsToAcquirePropertyPlantAndEquipment | Free cash flow: accession 0000868671-26-000023; concept NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment; source concepts us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment

Financial Charts

GBCI revenue, last 5 periods. Source: SEC companyfacts FY2025.GBCI revenue, last 5 periods. Source: SEC companyfacts FY2025.GBCI RevenueLatest point: FY2025 = $1.3BSource: SEC companyfacts FY2025.Fiscal yearReported revenue$0.0B$1.0B$2.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000868671-26-000023; filed 2026-02-25. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

GBCI net income, last 5 periods. Source: SEC companyfacts FY2025.GBCI net income, last 5 periods. Source: SEC companyfacts FY2025.GBCI Net incomeLatest point: FY2025 = $239.0MSource: SEC companyfacts FY2025.Fiscal yearNet income$0.0B$250.0M$500.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000868671-26-000023; filed 2026-02-25. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

GBCI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.GBCI diluted eps, last 5 periods. Source: SEC companyfacts FY2025.GBCI Diluted EPSLatest point: FY2025 = $1.99/shareSource: SEC companyfacts FY2025.Fiscal yearDiluted EPS (USD/share)$0.00/share$2.00/share$4.00/shareFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000868671-26-000023; filed 2026-02-25. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

GBCI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.GBCI operating cash flow, last 5 periods. Source: SEC companyfacts FY2025.GBCI Operating cash flowLatest point: FY2025 = $374.4MSource: SEC companyfacts FY2025.Fiscal yearOperating cash flow$0.0B$375.0M$750.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000868671-26-000023; filed 2026-02-25. Concept: NetCashProvidedByUsedInOperatingActivities. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities.

GBCI capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.GBCI capital expenditures, last 5 periods. Source: SEC companyfacts FY2025.GBCI Capital expendituresLatest point: FY2025 = $26.8MSource: SEC companyfacts FY2025.Fiscal yearCapital expenditures$0.0B$125.0M$250.0MFY2015FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000868671-26-000023; filed 2026-02-25. Concept: PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

GBCI dividends paid, last 5 periods. Source: SEC companyfacts FY2025.GBCI dividends paid, last 5 periods. Source: SEC companyfacts FY2025.GBCI Dividends paidLatest point: FY2025 = $162.7MSource: SEC companyfacts FY2025.Fiscal yearDividends paid$0.0B$125.0M$250.0MFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000868671-26-000023; filed 2026-02-25. Concept: PaymentsOfDividendsCommonStock. Source concepts: us-gaap:PaymentsOfDividendsCommonStock.

GBCI assets, last 5 periods. Source: SEC companyfacts FY2025.GBCI assets, last 5 periods. Source: SEC companyfacts FY2025.GBCI AssetsLatest point: FY2025 = $32.0BSource: SEC companyfacts FY2025.Fiscal yearAssets$0.0B$20.0B$40.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000868671-26-000023; filed 2026-02-25. Concept: Assets. Source concepts: us-gaap:Assets.

GBCI liabilities, last 5 periods. Source: SEC companyfacts FY2025.GBCI liabilities, last 5 periods. Source: SEC companyfacts FY2025.GBCI LiabilitiesLatest point: FY2025 = $27.8BSource: SEC companyfacts FY2025.Fiscal yearLiabilities$0.0B$15.0B$30.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000868671-26-000023; filed 2026-02-25. Concept: Liabilities. Source concepts: us-gaap:Liabilities.

GBCI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.GBCI stockholders' equity, last 5 periods. Source: SEC companyfacts FY2025.GBCI Stockholders' equityLatest point: FY2025 = $4.2BSource: SEC companyfacts FY2025.Fiscal yearStockholders' equity$0.0B$3.0B$6.0BFY2021FY2022FY2023FY2024FY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000868671-26-000023; filed 2026-02-25. Concept: StockholdersEquity. Source concepts: us-gaap:StockholdersEquity.

GBCI free cash flow, last 4 periods. Source: SEC companyfacts FY2025.GBCI free cash flow, last 4 periods. Source: SEC companyfacts FY2025.GBCI Free cash flowLatest point: FY2025 = $347.6MSource: SEC companyfacts FY2025.Fiscal yearFree cash flow$0.0B$250.0M$500.0M$436.9MFY2022$451.2MFY2023$209.8MFY2024$347.6MFY2025

Figure provenance: SEC companyfacts. Latest point: FY 2025 ended 2025-12-31; accession 0000868671-26-000023; filed 2026-02-25. Concept: NetCashProvidedByUsedInOperatingActivities - PaymentsToAcquirePropertyPlantAndEquipment. Source concepts: us-gaap:NetCashProvidedByUsedInOperatingActivities; us-gaap:PaymentsToAcquirePropertyPlantAndEquipment.

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-01. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000868671.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.

QuarterEnd DateRevenueNet IncomeDiluted EPSMethod
2022-Q22022-06-300.69reported discrete quarter
2022-Q32022-09-300.72reported discrete quarter
2023-Q12023-03-310.55reported discrete quarter
2023-Q22023-06-30247,365,00054,955,0000.50reported discrete quarter
2023-Q32023-09-30264,906,00052,445,0000.47reported discrete quarter
2023-Q42023-12-31273,496,00054,316,000derived Q4 = FY annual - nine-month YTD
2024-Q12024-03-31279,402,00032,627,0000.29reported discrete quarter
2024-Q22024-06-30273,834,00044,708,0000.39reported discrete quarter
2024-Q32024-09-30289,578,00051,055,0000.45reported discrete quarter
2024-Q42024-12-31297,036,00061,754,000derived Q4 = FY annual - nine-month YTD
2025-Q12025-03-31289,925,00054,568,0000.48reported discrete quarter
2025-Q22025-06-30308,115,00052,781,0000.45reported discrete quarter
2025-Q32025-09-30325,003,00067,900,0000.57reported discrete quarter
2025-Q42025-12-31372,754,00063,779,000derived Q4 = FY annual - nine-month YTD
2026-Q12026-03-31362,337,00082,144,0000.63reported discrete quarter

Quarterly Charts

GBCI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.GBCI quarterly revenue, last 12 periods. Source: SEC companyfacts 2026-Q1.GBCI Quarterly RevenueLatest point: 2026-Q1 = $362.3MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Revenue$0.0B$250.0M$500.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000868671-26-000053; filed 2026-05-01. Concept: InterestAndDividendIncomeOperating. Source concepts: us-gaap:InterestAndDividendIncomeOperating.

GBCI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.GBCI quarterly net income, last 12 periods. Source: SEC companyfacts 2026-Q1.GBCI Quarterly Net incomeLatest point: 2026-Q1 = $82.1MSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Net income$0.0B$125.0M$250.0M2023-Q22023-Q32023-Q42024-Q12024-Q22024-Q32024-Q42025-Q12025-Q22025-Q32025-Q42026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000868671-26-000053; filed 2026-05-01. Concept: NetIncomeLoss. Source concepts: us-gaap:NetIncomeLoss.

GBCI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.GBCI quarterly diluted eps, last 12 periods. Source: SEC companyfacts 2026-Q1.GBCI Quarterly Diluted EPSLatest point: 2026-Q1 = $0.63/shareSource: SEC companyfacts 2026-Q1.Fiscal quarterQuarterly Diluted EPS (USD/share)$0.00/share$0.50/share$1.00/share2022-Q22022-Q32023-Q12023-Q22023-Q32024-Q12024-Q22024-Q32025-Q12025-Q22025-Q32026-Q1

Figure provenance: SEC companyfacts. Latest point: FY 2026 ended 2026-03-31; accession 0000868671-26-000053; filed 2026-05-01. Concept: EarningsPerShareDiluted. Source concepts: us-gaap:EarningsPerShareDiluted.

Macro Cross-References

Latest quarter (10-Q)

Latest 10-Q source: 0000868671-26-000053.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-01. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis is intended to provide a more comprehensive review of the Company’s operating results and financial condition than can be obtained from reading the Consolidated Financial Statements alone. The discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in “Part I. Item 1. Financial Statements.”

FORWARD-LOOKING STATEMENTS

This Form 10-Q may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “will” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are based on assumptions that are subject to change. The following factors, among others, including additional factors identified in the sections titled “Risk Factors,” “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as applicable, in this report and in the Company’s 2025 Annual Report on Form 10-K, could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-looking statements:

•risks associated with lending and potential adverse changes in the credit quality of the Company’s loan portfolio;

•changes in monetary and fiscal policies, including interest rate policies of the Federal Reserve Board, which could adversely affect the Company’s net interest income and margin, the fair value of its financial instruments, profitability, and stockholders’ equity;

•legislative or regulatory changes, including the possibility of increases in FDIC insurance rates and assessments, changes in the review and regulation of bank mergers, or increases or changes in banking and consumer protection regulations, that may adversely affect the Company’s business and strategies;

•risks related to overall economic conditions, including the impact on the economy of an uncertain interest rate environment, inflationary pressures, recently passed legislation and the potential for significant additional changes in economic and trade policies in the current administration;

•risks to the Company’s business and the business of the Company’s customers arising from current or future tariffs or other trade restrictions, labor or supply chain issues, change in labor force, or geopolitical instability, including the wars in Iran and Ukraine, further conflicts in the Middle East, and potential for future conflicts or disruptions in other parts of the world;

•risks associated with the Company’s ability to negotiate, complete, and successfully integrate acquisitions;

•costs or difficulties related to the completion and integration of future or recently completed acquisitions;

•impairment of the goodwill recorded by the Company in connection with acquisitions, which may have an adverse impact on earnings and capital;

•reduction in demand for banking products and services, whether as a result of changes in customer behavior, economic conditions, banking environment, or competition;

•deterioration of the reputation of banks and the financial services industry, which could adversely affect the Company's ability to obtain and maintain customers;

•changes in the competitive landscape, including as may result from new market entrants, additional competition from internet-based financial institutions operating nationally, or further consolidation in the financial services industry, resulting in increased competition, including the creation of larger competitors with greater financial resources;

•risks presented by public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow through acquisitions;

•Risks related to rapidly evolving artificial intelligence technologies;

•risks associated with dependence on the Chief Executive Officer, the senior management team and the Presidents of Glacier Bank’s divisions;

•material failure, potential interruption or breach in security of the Company’s systems or changes in technology which could expose the Company to cybersecurity risks, fraud, system failures, or direct liabilities;

•risks related to natural disasters, including droughts, fires, floods, earthquakes, pandemics, and other unexpected events;

•success in managing risks involved in any of the foregoing; and

•effects of any reputational damage to the Company resulting from any of the foregoing.

47

Forward looking statements speak only as of the date of this Form 10-Q. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Non-GAAP Financial Measures

Certain financial measures and ratios the Company presents are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted accounting principles (“GAAP”). The Company refers to these financial measures and ratios as “non-GAAP financial measures.” A reconciliation of non-GAAP financial measures to the comparable GAAP financial measures is provided within this Form 10Q. The Company considers the use of select non-GAAP financial measures and ratios to be useful for financial and operational decision making and in evaluating period-to-period comparisons. The Company believes that these non-GAAP financial measures provide meaningful supplemental information regarding the Company’s performance by excluding certain income or intangible items that the Company believes are not indicative of its primary business operating results.

These non-GAAP financial measures should not be considered a substitute for financial information presented in accordance with GAAP and investors should not rely on non-GAAP financial measures alone as measures of our performance. The non-GAAP financial measures presented may differ from non-GAAP financial measures used by the Company’s peers or other companies. The Company compensates for these differences by providing the equivalent GAAP measures whenever the Company presents the non-GAAP financial measures and by including a reconciliation of the impact of the components adjusted for in the non-GAAP financial measure so that both measures and the individual components may be considered when analyzing our performance.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Financial Highlights

At or for the Three Months ended
(Dollars in thousands, except per share and market data)Mar 31, 2026Dec 31, 2025Mar 31, 2025
Operating results
Net income$82,14463,77954,568
Basic earnings per share$0.630.490.48
Diluted earnings per share$0.630.490.48
Operating diluted earnings per share 1$0.700.690.47
Dividends declared per share$0.330.330.33
Market value per share
Closing$44.6744.0544.22
High$53.9949.5652.81
Low$41.8739.9043.18
Selected ratios and other data
Number of common stock shares outstanding130,124,378129,971,712113,517,944
Average outstanding shares - basic130,052,858129,950,587113,451,199
Average outstanding shares - diluted130,242,765130,145,104113,546,365
Return on average assets (annualized)1.05%0.78%0.80%
Return on average equity (annualized)7.82%6.05%6.77%
Efficiency ratio63.05%61.04%65.49%
Loan to deposit ratio85.18%85.26%83.64%
Number of full time equivalent employees4,1394,0873,457
Number of locations282281227
Number of ATMs337337286

48

______________________________

1 Represents a non-GAAP financial measure. Supplemental “Non-GAAP Financial Measures and Reconciliations” tables are provided to reconcile the most directly comparable financial measure calculated and presented in accordance with GAAP.

The Company reported net income of $82.1 million for the current quarter, an increase of $18.4 million, or 29 percent, from the prior quarter net income of $63.8 million and an increase of $27.6 million, or 51 percent, from the prior year first quarter net income of $54.6 million. Diluted earnings per share for the current quarter was $0.63 per share, an increase of $0.14 per share, or 29 percent, from the prior quarter diluted earnings per share of $0.49 and an increase of $0.15 per share, or 31 percent, from the prior year first quarter diluted earnings per share of $0.48. Diluted operating earnings per share for the current quarter was $0.70 per share, an increase of $0.01 per share, or 1 percent, from the prior quarter diluted operating earnings per share of $0.69 and an increase of $0.23 per share, or 49 percent, from the prior year first quarter diluted operating earnings per share of $0.47. The current quarter included $8.9 million in acquisition-related expenses and $2.8 million of compensation from acquisition-related employment agreements.

Market Conditions

The current macroeconomic and geopolitical environment is subject to a number of uncertainties, including geopolitical conflicts, tariffs (or the threat thereof) or other changes in trade policies, capital markets volatility, and inflation. These and other factors may contribute to slower or negative economic growth and a challenging business environment for banking customers. The Company continues to monitor the changing macroeconomic and geopolitical environment and any potential future negative impact on our financial condition or results of operations. For more information about these risks, see “Part II, Item 1A, Risk Factors” below.”

Financial Condition Analysis

Assets

The following table summarizes the Company’s assets as of the dates indicated:

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

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. 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

The following discussion is intended to provide a more comprehensive review of the Company’s operating results and financial condition from management’s perspective than can be obtained from reading the Consolidated Financial Statements alone. The information includes management’s assessment of material information relevant to the Company’s financial condition and results of operations, material events and uncertainties that are reasonably likely to cause reported information not to be indicative of future operating results or financial condition, and material financial and statistical information that the Company believes will enhance the investors’ understanding of the Company and its financial results. The discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in “Item 8. Financial Statements and Supplementary Data.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “will,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-looking statements, including those factors set forth under “Risk Factors” and in other sections in this Annual Report on Form 10-K, or the documents incorporated by reference:

•risks associated with lending and potential adverse changes in the credit quality of the Company’s loan portfolio;

•changes in monetary and fiscal policies, including interest rate policies of the Federal Reserve Board, which could adversely affect the Company’s net interest income and margin, the fair value of its financial instruments, profitability, and stockholders’ equity;

•legislative or regulatory changes, including the possibility of increases in FDIC insurance rates and assessments, changes in the review and regulation of bank mergers, or increases or changes in banking and consumer protection regulations, that may adversely affect the Company’s business and strategies;

•risks related to overall economic conditions, including the impact on the economy of a current or future government shutdown, an uncertain interest rate environment, inflationary pressures, future or recently passed legislation and the potential for significant additional changes in economic and trade policies in the current administration;

•risks to the Company’s business and the business of the Company’s customers arising from current or future tariffs or other trade restrictions, labor or supply chain issues, changes in labor force, or geopolitical instability, including the war in Ukraine, conflicts in the Middle East, and the potential for future conflicts or disruptions in other parts of the world;

•risks associated with the Company’s ability to negotiate, complete, and successfully integrate acquisitions;

•costs or difficulties related to the completion and integration of future or recently completed acquisitions;

•impairment of the goodwill recorded by the Company in connection with acquisitions, which may have an adverse impact on earnings and capital;

•reduction in demand for banking products and services, whether as a result of changes in customer behavior, economic conditions, banking environment, or competition;

•deterioration of the reputation of banks and the financial services industry, which could adversely affect the Company's ability to obtain and maintain customers;

•changes in the competitive landscape, including as may result from new market entrants, additional competition from internet-based financial institutions operating nationally, or further consolidation in the financial services industry, resulting in increased competition, including the creation of larger competitors with greater financial resources;

•risks presented by public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow through acquisitions;

•risks associated with dependence on the Chief Executive Officer, the senior management team and the Presidents of Glacier Bank’s divisions;

•material failure, potential interruption or breach in security of the Company’s systems or changes in technology which could expose the Company to cybersecurity risks, fraud, system failures, or direct liabilities;

•risks related to natural disasters, including droughts, fires, floods, earthquakes, pandemics, and other unexpected events;

•success in managing risks involved in any of the foregoing; and effects of any reputational damage to the Company resulting from any of the foregoing.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in “Item 1A. Risk Factors.” Please take into account that forward-looking statements speak only as of the date of this Annual Report on Form 10-K (or documents incorporated by reference, if applicable). Given the described uncertainties and risks, the Company cannot guarantee its future performance or results of operations and you should not place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly correct, revise, or update any forward-looking

23

statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement, except as may be required under federal securities laws.

FIVE YEAR SELECTED FINANCIAL DATA

Selected Financial Data

The selected financial data of the Company is derived from the Company’s historical audited financial statements and related notes. The information set forth below should be read in conjunction with “Item 8. Financial Statements and Supplementary Data” contained elsewhere in this Annual Report on Form 10-K.

December 31,Compounded Annual Growth Rate
(Dollars in thousands, except per share data)202520242023202220211-Year5-Year
Selected Statements of Financial Condition Information
Total assets$31,978,063$27,902,987$27,742,629$26,635,375$25,940,64514.6%4.3%
Debt securities7,117,7287,540,0528,288,1309,022,35910,370,013(5.6)%(7.3)%
Loans receivable, net20,672,47717,055,80816,005,32515,064,52913,259,36621.2%9.3%
Allowance for credit losses(255,319)(206,041)(192,757)(182,283)(172,665)23.9%8.1%
Goodwill and intangibles1,483,5521,102,5001,017,2631,026,9941,037,65234.6%7.4%
Deposits24,591,09620,546,99419,929,16720,606,55521,337,24919.7%2.9%
Securities sold under agreements to repurchase2,084,1131,777,4751,486,850945,9161,020,79417.3%15.3%
Federal Home Loan Bank advances440,0001,800,0001,800,000(75.6)%n/m
FRB Bank Term Funding2,740,000n/mn/m
Stockholders’ equity4,213,8213,223,8543,020,2812,843,3053,177,62230.7%5.8%
Equity per share32.4228.4327.2425.6728.7114.0%2.5%
Equity as a percentage of total assets13.2%11.6%10.9%10.7%12.3%14.1%1.5%

________________________

n/m - not measurable

Years ended December 31,Compounded Annual Growth Rate
(Dollars in thousands, except per share data)202520242023202220211-Year5-Year
Summary Statements of Operations
Interest income$1,295,797$1,139,850$1,017,655$829,640$681,07413.7%13.7%
Interest expense406,757435,218325,97341,26118,558(6.5)%85.4%
Net interest income889,040704,632691,682788,379662,51626.2%6.1%
Provision for credit losses71,40028,30614,79519,96323,076152.2%25.3%
Non-interest income141,385128,446118,079120,732144,82010.1%(0.5)%
Non-interest expense668,777578,468527,358518,868434,82215.6%9.0%
Income before income taxes290,248226,304267,608370,280349,43828.3%(3.6)%
Federal and state income tax expense51,22036,16044,68167,07864,68141.6%(4.6)%
Net income$239,028$190,144$222,927$303,202$284,75725.7%(3.4)%
Basic earnings per share$2.00$1.68$2.01$2.74$2.8719.0%(7.0)%
Diluted earnings per share$1.99$1.68$2.01$2.74$2.8618.5%(7.0)%
Dividends declared per share$1.32$1.32$1.32$1.32$1.37%(0.7)%

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At or for the Years ended December 31,
(Dollars in thousands)20252024202320222021
Selected Ratios and Other Data
Return on average assets0.81%0.68%0.81%1.15%1.33%
Return on average equity6.59%6.02%7.64%10.43%11.08%
Dividend payout ratio66.00%78.57%65.67%48.18%47.74%
Average equity to average asset ratio12.31%11.33%10.65%11.01%11.99%
Total capital (to risk-weighted assets)14.76%14.49%14.61%14.02%14.21%
Tier 1 capital (to risk-weighted assets)12.71%12.69%12.85%12.34%12.49%
Common Equity Tier 1 (to risk-weighted assets)12.71%12.69%12.85%12.34%12.49%
Tier 1 capital (to average assets)9.36%8.93%8.71%8.79%8.64%
Net interest margin on average earning assets (tax-equivalent)3.32%2.77%2.73%3.27%3.42%
Efficiency ratio 162.50%66.71%62.85%54.64%51.35%
Allowance for credit losses as a percent of loans1.22%1.19%1.19%1.20%1.29%
Allowance for credit losses as a percent of nonperforming loans373%774%799%557%255%
Non-performing assets as a percentage of subsidiary assets0.22%0.10%0.09%0.12%0.26%
Non-performing assets$68,89527,78625,63132,74267,691
Loans originated$6,528,9265,151,1384,449,3508,039,6238,551,419
Number of full time equivalent employees4,0873,4413,2943,3903,436
Number of locations281227221221224

______________________________

1 Non-interest expense before OREO expenses, core deposit intangibles amortization, goodwill impairment charges, and non-recurring expense items as a percentage of tax-equivalent net interest income and non-interest income, excluding gains or losses on sale of investments, OREO income, and non-recurring income items.

25

YEAR ENDED DECEMBER 31, 2025 COMPARED TO DECEMBER 31, 2024

Highlights and Overview

The Company experienced a strong performance year with an overall increase in net income of 26 percent over the prior year. The year also included two strategic acquisitions with a total of $4.7 billion in assets. The acquisitions expanded the Company’s footprint in existing and new market areas, including its first entrance into the state of Texas. The Company’s total assets exceeded $30 billion at year end which was a milestone for the Company.

Net income for the current year was $239 million, an increase of $48.9 million, or 26 percent, over the prior year net income of $190 million. The increase was primarily driven by the increase in net interest income which more than offset the increase in non-interest expense. Diluted earnings per share for the year was $1.99, an increase of 18 percent, from the 2024 diluted earnings per share of $1.68. Net interest income of $889 million for 2025 increased $184 million, or 26 percent, over 2024 and was primarily driven by increased interest income. Non-interest expense of $669 million for 2025 increased $90.3 million, or 16 percent, during the current year and was primarily driven by increased operating expenses from the current year acquisitions and a $6.7 million increase in acquisition-related expenses. The Company’s increase in credit loss expense of $43.1 million during the current year was primarily driven by a $43.9 million provision for credit losses associated with the current year acquisitions.

The Company's net interest margin for 2025 was 3.32 percent, a 55 basis points increase from the net interest margin of 2.77 percent from 2024, which was primarily driven by the increased loan yields and decreased funding costs combined with a shift in earning asset mix to higher yielding loans and a shift in funding liabilities to lower cost deposits. The earning asset yield of 4.81 percent for the current year increased 37 basis points over the prior year and the total cost of funding yield of 1.60 percent for the current year decreased 19 basis points over the prior year.

The Company ended the year at $31.978 billion in assets, which was a $4.075 billion, or 15 percent, increase over the prior year end and was primarily driven by the increase in the loan portfolio. Loan growth was $3.666 billion, or 21 percent, during 2025 which was driven by both acquisitions and internal loan growth. Total deposits of $24.591 billion increased $4.044 billion, or 20 percent, from the prior year end and was driven by both acquisitions and internal deposit growth. Stockholders’ equity increased $990 million, or $3.99 per share, which was the combined result of earnings retention, $759 million of Company common stock issued for acquisitions and the decrease in the unrealized loss on AFS debt securities in 2025. The Company declared quarterly dividends totaling $1.32 per share during 2025 and 2024.

The Company’s credit risk quality remains at historically low levels, ending the current year with $68.9 million in non-performing assets, or 0.22 percent of subsidiary assets, compared to $27.8 million, or 0.10 percent of subsidiary assets, at prior year end. Net charge-offs for 2025 remained low at 0.06 percent of loans compared to 0.08 percent of loans during the prior year. The Company also continues to maintain an adequate allowance for credit losses at 1.22 percent of loans at year end 2025 compared to 1.19 at prior year end.

During 2025, the Company acquired Guaranty Bancshares, Inc., the parent company of Guaranty Bank & Trust, N.A., a leading community bank headquartered in Mount Pleasant, Texas with total assets of $3.357 billion. In 2025, the Company also acquired Bank of Idaho Holding Co., the bank holding company for Bank of Idaho with total assets of $1.364 billion. For additional information on the acquisitions, see Note 23 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Looking forward, the Company believes its future performance will depend on many factors including economic conditions in the markets the Company serves, interest rate changes, the level of competition for deposits and loans, loan quality and the ability to increase loans, the impact and successful integration of acquisitions, and managing regulatory requirements and expenses.

26

Financial Highlights

At or for the Years ended
(Dollars in thousands, except per share and market data)December 31, 2025December 31, 2024
Operating results
Net income$239,028190,144
Basic earnings per share$2.001.68
Diluted earnings per share$1.991.68
Dividends declared per share$1.321.32
Market value per share
Closing$44.0550.22
High$52.8160.67
Low$36.7634.35
Selected ratios and other data
Number of common stock shares outstanding129,971,712113,401,955
Average outstanding shares - basic119,753,227113,170,157
Average outstanding shares - diluted119,935,056113,243,427
Return on average assets0.81%0.68%
Return on average equity6.59%6.02%
Efficiency ratio62.50%66.71%
Dividend payout ratio66.00%78.57%
Loan to deposit ratio85.26%84.17%
Number of full time equivalent employees4,0873,441
Number of locations281227
Number of automated teller machines (“ATMs”)337285

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Financial Condition Analysis

Assets

The following table summarizes the Company’s assets as of the dates indicated:

(Dollars in thousands)December 31, 2025December 31, 2024$ Change% Change
Cash and cash equivalents$1,235,261$848,408$386,85346%
Debt securities, available-for-sale4,007,5124,245,205(237,693)(6%)
Debt securities, held-to-maturity3,110,2163,294,847(184,631)(6%)
Total debt securities7,117,7287,540,052(422,324)(6%)
Loans receivable
Residential real estate2,457,9071,858,929598,97832%
Commercial real estate13,565,51210,963,7132,601,79924%
Other commercial3,497,8293,119,535378,29412%
Home equity977,206930,99446,2125%
Other consumer429,342388,67840,66410%
Loans receivable20,927,79617,261,8493,665,94721%
Allowance for credit losses(255,319)(206,041)(49,278)24%
Loans receivable, net20,672,47717,055,8083,616,66921%
Other assets2,952,5972,458,719493,87820%
Total assets$31,978,063$27,902,987$4,075,07615%

The Company continues to maintain a strong cash position of $1.235 billion at December 31, 2025, which was an increase of $387 million, or 46 percent, over the prior year. Total debt securities of $7.118 billion at December 31, 2025 decreased $422 million, or 6 percent, from the prior year end. Debt securities represented 22 percent of total assets at December 31, 2025 compared to 27 percent at December 31, 2024.

The loan portfolio of $20.928 billion at December 31, 2025 increased $3.666 billion, or 21 percent, during 2025. Excluding the Guaranty and BOID acquisitions, the loan portfolio increased $488 million, or 3 percent, during 2025 and the loan category with the largest dollar increase during 2025 was commercial real estate, which increased $474 million, or 4 percent, from the prior year end.

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Liabilities

The following table summarizes the Company’s liabilities as of the dates indicated:

(Dollars in thousands)December 31, 2025December 31, 2024$ Change% Change
Deposits
Non-interest bearing deposits$7,314,779$6,136,709$1,178,07019%
NOW and DDA accounts6,236,5515,543,512693,03913%
Savings accounts3,158,9392,845,124313,81511%
Money market deposit accounts3,948,2012,878,2131,069,98837%
Certificate accounts3,928,5503,139,821788,72925%
Core deposits, total24,587,02020,543,3794,043,64120%
Wholesale deposits4,0763,61546113%
Deposits, total24,591,09620,546,9944,044,10220%
Securities sold under agreements to repurchase2,084,1131,777,475306,63817%
Federal Home Loan Bank advances440,0001,800,000(1,360,000)(76%)
Other borrowed funds51,47362,062(10,589)(17%)
Finance lease liabilities28,80821,2797,52935%
Subordinated debentures187,492133,10554,38741%
Other liabilities381,260338,21843,04213%
Total liabilities$27,764,242$24,679,133$3,085,10913%

Total deposits of $24.591 billion at December 31, 2025 increased $4.044 billion, or 20 percent, from the prior year end. Excluding acquisitions, total deposits increased $259 million, or 1 percent, from the prior year end.

Non-interest bearing deposits of $7.315 billion at December 31, 2025 increased $1.178 billion, or 19 percent, from the prior year end. Excluding acquisitions, total non-interest bearing deposits increased $74.8 million or 1 percent, from the prior year end. Non-interest bearing deposits represented 30 percent of total deposits at December 31, 2025 and December 31, 2024, respectively.

Federal Home Loan Bank (“FHLB”) advances of $440 million decreased $1.360 billion, or 76 percent, from the prior year end. Subordinated debentures of $187 million increased $54.4 million, or 41 percent, from the prior year and included an increase of $23.8 million and $39.6 million from the acquisitions of BOID and Guaranty, respectively.

Stockholders’ Equity

The following table summarizes the stockholders’ equity balances as of the dates indicated:

(Dollars in thousands, except per share data)December 31, 2025December 31, 2024$ Change% Change
Common equity$4,380,931$3,533,150$847,78124%
Accumulated other comprehensive loss(167,110)(309,296)142,186(46%)
Total stockholders’ equity4,213,8213,223,854989,96731%
Goodwill and core deposit intangible, net(1,483,552)(1,102,500)(381,052)35%
Tangible stockholders’ equity$2,730,269$2,121,354$608,91529%
Stockholders’ equity to total assets13.18%11.55%
Tangible stockholders’ equity to total tangible assets8.95%7.92%
Book value per common share$32.42$28.43$3.9914%
Tangible book value per common share$21.01$18.71$2.3012%

Tangible stockholders’ equity of $2.730 billion at December 31, 2025 increased $609 million, or 29 percent, compared to the prior year end and was primarily due to the $759 million of Company common stock issued in connection with the acquisitions of BOID and Guaranty and a $142 million decrease in other comprehensive loss. The increase was partially offset by the increase in goodwill and core deposit intangible associated with the BOID and Guaranty acquisitions. Tangible book value per common share of $21.01 at December 31, 2025 increased $2.30 per share, or 12 percent, from the prior year end.

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Results of Operations

In this section, the Company’s results of operations are discussed for the year ended December 31, 2025 compared to the year ended December 31, 2024. For a discussion of the year ended December 31, 2024 compared to the year ended December 31, 2023, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Income Summary

The following table summarizes income for the time periods indicated:

Years ended$ Change% Change
(Dollars in thousands)December 31, 2025December 31, 2024
Net interest income
Interest income$1,295,797$1,139,850$155,94714%
Interest expense406,757435,218(28,461)(7%)
Total net interest income889,040704,632184,40826%
Non-interest income
Service charges and other fees85,07078,8946,1768%
Miscellaneous loan fees and charges20,44318,6941,7499%
Gain on sale of loans18,20516,8551,3508%
Gain on sale of investments30(30)(100%)
Other income17,66713,9733,69426%
Total non-interest income141,385128,44612,93910%
Total income$1,030,425$833,078$197,34724%
Net interest margin (tax-equivalent)3.32%2.77%

Net Interest Income

Net interest income of $889 million for 2025 increased $184 million, or 26 percent, from the prior year and was primarily driven by increased interest income and decreased interest expense. Interest income of $1.296 billion for 2025 increased $156 million, or 14 percent, from the prior year and was primarily attributable to the increase in the loan portfolio and an increase in loan yields. The loan yield was 5.93 percent for 2025, an increase of 32 basis points from the prior year loan yield of 5.61 percent.

Interest expense of $407 million for 2025 decreased $28 million, or 7 percent, from the prior year and was primarily the result of lower interest rates on deposits and a decrease in higher cost borrowings. Deposit cost (including non-interest bearing deposits) was 1.25 percent for 2025, which was a decrease of 9 basis points from the prior year deposit costs of 1.34 percent. The total funding cost (including non-interest bearing deposits) for 2025 was 1.60 percent, which was a decrease of 19 basis points over the prior year funding cost of 1.79 percent.

The net interest margin as a percentage of earning assets, on a tax-equivalent basis, during 2025 was 3.32 percent, a 55 basis points increase from the net interest margin of 2.77 percent for the prior year. Excluding the 5 basis points from discount accretion, the core net interest margin was 3.27 percent in the current year compared to 2.72 percent in the prior year. The increase in net interest margin from the prior year was primarily driven by increased loan yields and decreased funding costs combined with a shift in earning asset mix to higher yielding loans and a shift in funding liabilities to lower cost deposits.

Non-interest Income

Non-interest income of $141 million for 2025 increased $12.9 million, or 10 percent, over the prior year. Service charges and other fees of $85.1 million for 2025 increased $6.2 million, or 8 percent, over the prior year. Gain on sale of residential loans of $18.2 million for 2025 increased by $1.4 million, or 8 percent, over the prior year. Other income of $17.7 million for 2025 increased $3.7 million over the prior year. Included in the current year other income was $2.8 million of income related to bank owned life insurance proceeds.

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Non-interest Expense

The following table summarizes non-interest expense for the periods indicated:

Years ended$ Change% Change
(Dollars in thousands)December 31, 2025December 31, 2024
Compensation and employee benefits$393,295$336,906$56,38917%
Occupancy and equipment55,61747,0558,56218%
Advertising and promotions17,76716,1321,63510%
Data processing42,74436,8875,85716%
Other real estate owned and foreclosed assets2922177535%
Regulatory assessments and insurance22,67524,194(1,519)(6%)
Core deposit intangibles amortization15,88712,7573,13025%
Other expenses120,500104,32016,18016%
Total non-interest expense$668,777$578,468$90,30916%

Total non-interest expense of $669 million for 2025 increased $90.3 million, or 16 percent, over the same period in the prior year and was primarily driven by increased costs from recent acquisitions. Compensation and employee benefits expense of $393 million in 2025 increased $56.4 million, or 17 percent, over the prior year and was primarily driven by annual salary increases and staffing increases from acquisitions. Regulatory assessment and insurance expense of $22.7 million for 2025 decreased $1.5 million, or 6 percent, from the prior year primarily as a result of adjustments to the FDIC special assessment. Other expenses of $121 million for 2025 increased $16.2 million, or 16 percent, from the prior year. Included in other expenses was $16.6 million of acquisition-related expenses in the current year compared to $9.9 million in the prior year. Other expenses also included gains from the sale of former branch facilities of $2.8 million in the current year and $5.6 million in the prior year.

Provision for Credit Losses

The following table summarizes the provision for credit losses on the loan portfolio, net charge-offs and select ratios relating to the provision for credit losses on loans for the previous eight quarters:

(Dollars in thousands)Provision for Credit Losses on LoansNet Charge-Offs (Recoveries)ACL as a Percent of LoansAccruing Loans 30-89 Days Past Due as a Percent of LoansNon-Performing Assets to Total Sub-sidiary Assets
Fourth quarter 2025$32,491$6,3681.22%0.38%0.22%
Third quarter 20255,1922,9141.22%0.21%0.19%
Second quarter 202518,0091,6451.22%0.29%0.17%
First quarter 20256,1541,7951.22%0.27%0.14%
Fourth quarter 20246,0415,1701.19%0.19%0.10%
Third quarter 20246,9812,7661.19%0.33%0.10%
Second quarter 20245,0662,8901.19%0.29%0.06%
First quarter 20249,0913,0721.19%0.37%0.09%

The provision for credit loss expense was $71.4 million for 2025, an increase of $43.1 million, or 152 percent, over the same period in the prior year. Included in the current year provision for credit losses was $43.9 million from current year acquisitions and included in the prior year provision for credit losses was $9.7 million from acquisitions in the prior year. Net charge-offs for 2025 were $12.7 million compared to $13.9 million in 2024.

Efficiency Ratio

The efficiency ratio was 62.50 percent for 2025 compared to 66.71 percent for 2024. The improvement from the prior year was primarily attributable to the increase in net interest income that outpaced the increase in non-interest expense.

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ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS

Investment Activity

The Company’s investment securities primarily consist of debt securities classified as either available-for-sale (“AFS”) or held-to-maturity (“HTM”). Equity securities primarily consist of capital stock issued by the FHLB of Des Moines. For additional information on debt and equity securities, see Notes 1 and 2 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Debt Securities

Debt securities classified as AFS are carried at estimated fair value and debt securities classified as HTM are carried at amortized cost. Unrealized gains or losses, net of tax, on available-for-sale debt securities are reflected as an adjustment to other comprehensive income. The Company’s debt securities are summarized below:

December 31, 2025December 31, 2024
(Dollars in thousands)Carrying AmountPercentCarrying AmountPercent
Available-for-sale
U.S. government and federal agency$255,9304%$468,4336%
U.S. government sponsored enterprises312,4884%310,1544%
State and local governments164,0842%68,6801%
Corporate bonds33,9491%14,5031%
Residential mortgage-backed securities2,215,11931%2,355,51631%
Commercial mortgage-backed securities1,025,94214%1,027,91914%
Total available-for-sale4,007,51256%4,245,20557%
Held-to-maturity
U.S. government and federal agency865,69612%859,43211%
State and local governments1,587,67323%1,619,85021%
Residential mortgage-backed securities656,8479%815,56511%
Total held-to-maturity3,110,21644%3,294,84743%
Total debt securities$7,117,728100%$7,540,052100%

The Company’s debt securities were primarily comprised of U.S. government and federal agency and mortgage-backed securities. State and local government securities are largely exempt from federal income tax and the Company’s federal statutory income tax rate of 21 percent is used in calculating the tax-equivalent yields on the tax-exempt securities. Mortgage-backed securities largely consists of short, weighted-average life U.S. agency guaranteed residential and commercial mortgage pass-through securities and to a lesser extent, short, weighted-average life U.S. agency guaranteed residential collateralized mortgage obligations. Combined, the mortgage-backed securities provide the Company with ongoing liquidity as scheduled and pre-paid principal is received on the securities.

State and local government securities carry different risks that are not as prevalent in other security types. The Company evaluates the investment grade quality of these securities in accordance with regulatory guidance. Investment grade securities are those where the issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment. An issuer has an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely payment of principal and interest are expected. In assessing credit risk, the Company may use credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO”) entities such as S&P and Moody’s as support for the evaluation; however, they are not solely relied upon. There have been no significant differences in the Company’s internal evaluation of the creditworthiness of any issuer when compared with the ratings assigned by the NRSROs.

The following table stratifies the state and local government securities by the associated NRSRO ratings. The highest issued rating was used to categorize the securities in the table for those securities where the NRSRO ratings were not at the same level.

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December 31, 2025December 31, 2024
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
S&P: AAA / Moody’s: Aaa$470,591430,538429,267379,793
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa31,228,6011,093,6841,207,3091,046,083
S&P: A+, A, A- / Moody’s: A1, A2, A345,33945,08348,14347,345
Not rated by either entity8,4478,1706,8686,617
Total$1,752,9781,577,4751,691,5871,479,838

State and local government securities largely consist of both taxable and tax-exempt general obligation and revenue bonds. The following table stratifies the state and local government securities by the associated security type.

December 31, 2025December 31, 2024
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
General obligation - unlimited$368,095348,356348,129322,414
General obligation - limited204,370185,810172,537151,445
Revenue1,142,0911,008,1121,135,421974,076
Certificate of participation35,13431,85435,44331,846
Other3,2883,3435757
Total$1,752,9781,577,4751,691,5871,479,838

The following table outlines the five states in which the Company owns the highest concentrations of state and local government securities.

December 31, 2025December 31, 2024
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
New York$367,478332,746370,189329,252
Texas204,775194,031118,219104,938
California108,915101,273111,324101,021
Washington86,63378,96092,19882,872
Colorado77,66568,87279,98769,527
All other states907,512801,593919,670792,228
Total$1,752,9781,577,4751,691,5871,479,838

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The following table presents the carrying amount and weighted-average yield of AFS and HTM debt securities by contractual maturity at December 31, 2025. Weighted-average yields are based upon the amortized cost of securities and are calculated using the interest method which takes into consideration premium amortization, discount accretion and mortgage-backed securities’ prepayment provisions. Weighted-average yields on tax-exempt debt securities exclude the related federal income tax benefit.

One Year or LessAfter One through Five YearsAfter Five through Ten YearsAfter Ten YearsMortgage-Backed Securities 1Total
(Dollars in thousands)AmountYieldAmountYieldAmountYieldAmountYieldAmountYieldAmountYield
Available-for-sale
U.S. government and federal agency$193,1301.39%$55,6643.66%$1,0524.81%$6,0843.80%$%$255,9301.96%
U.S. government sponsored enterprises241,7611.32%70,7271.56%%%%312,4881.37%
State and local governments15,5501.79%26,3412.45%73,6232.65%48,5703.72%%164,0842.85%
Corporate bonds11,9935.22%14,9025.49%6,3285.58%7260.46%%33,9495.30%
Residential mortgage-backed securities%%%%2,215,1191.41%2,215,1191.41%
Commercial mortgage-backed securities%%%%1,025,9423.64%1,025,9423.64%
Total available-for-sale462,4341.47%167,6342.73%81,0032.90%55,3803.69%3,241,0612.10%4,007,5122.09%
Held-to-maturity
U.S. government and federal agency288,8331.08%576,8631.20%%%%865,6961.16%
State and local governments8,9233.65%108,0343.63%274,5623.37%1,196,1543.02%%1,587,6733.13%
Residential mortgage-backed securities%%%%656,8470.99%656,8470.99%
Total held-to-maturity297,7561.16%684,8971.58%274,5623.37%1,196,1543.02%656,8470.99%3,110,2162.31%
Total debt securities$760,1901.35%$852,5311.81%$355,5653.26%$1,251,5343.05%$3,897,9081.92%$7,117,7282.11%

______________________________

1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds.

Based on an analysis of its AFS debt securities with unrealized losses as of December 31, 2025, the Company determined their decline in value was unrelated to credit loss and was primarily the result of interest rate changes and market spreads subsequent to acquisition. The fair value of the debt securities is expected to recover as payments are received and the debt securities approach maturity. In addition, the Company determined an insignificant amount of credit losses is expected on the HTM debt securities portfolio; therefore, no ACL has been recognized at December 31, 2025.

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Lending Activity

The Company focuses its lending activities primarily on the following types of loans: 1) first-mortgage, conventional loans secured by residential properties, particularly single-family; 2) commercial lending, including agriculture and public entities; and 3) installment lending for consumer purposes (e.g., home equity, automobile, etc.).

Loan information is based on the Company’s loan segments, which are based on the purpose of the loan, unless otherwise noted as a regulatory classification. Supplemental information regarding the Company’s loan portfolio and credit quality based on regulatory classification is provided in the section captioned “Loans by Regulatory Classification” included in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The regulatory classification of loans is based primarily on the type of collateral for the loans.

The following table summarizes the Company’s loan portfolio as of the dates indicated:

December 31, 2025December 31, 2024
(Dollars in thousands)AmountPercentAmountPercent
Residential real estate$2,457,90712%$1,858,92911%
Commercial real estate13,565,51265%10,963,71364%
Other commercial3,497,82917%3,119,53518%
Home equity977,2065%930,9946%
Other consumer429,3422%388,6782%
Loans receivable20,927,796101%17,261,849101%
Allowance for credit losses(255,319)(1%)(206,041)(1%)
Loans receivable, net$20,672,477100%$17,055,808100%

The stated maturities or first repricing term (if applicable) for the loan portfolio at December 31, 2025 was as follows:

(Dollars in thousands)Residential Real EstateCommercialConsumer and OtherTotal
Variable rate maturing or repricing
In one year or less$507,1355,162,116748,3306,417,581
After one through five years1,005,3765,726,899246,8166,979,091
After five through fifteen years187,612174,75836362,406
Thereafter
Fixed rate maturing
In one year or less242,6511,856,951162,1602,261,762
After one through five years254,7303,105,926204,4013,565,057
After five through fifteen years259,7941,005,2377,0481,272,079
Thereafter60931,45437,75769,820
Total$2,457,90717,063,3411,406,54820,927,796

Residential Real Estate Lending

The Company’s residential lending activities consist of the origination of both construction and permanent loans on residential real estate. The Company actively solicits residential real estate loan applications from real estate brokers, contractors, existing customers, customer referrals, and online applications. The Company’s lending policies generally limit the maximum loan-to-value ratio on residential mortgage loans to 80 percent of the lesser of the appraised value or purchase price. Policies allow for higher loan-to-values with appropriate risk mitigation such as documented compensating factors, credit enhancement, and other factors. For loans held for sale, the Company complies with each investor’s loan-to-value guidelines. The Company also provides interim construction financing for single-family dwellings. These loans are supported by a term take-out commitment that may be subject to certain contingencies.

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Consumer Land or Lot Loans

The Company originates land and lot acquisition loans to borrowers who intend to construct their primary residence on the respective land or lot. These loans are generally for a term of three to five years and are secured by the developed land or lot with the loan-to-value limited to the lesser of 75 percent of the appraised value or 75 percent of the cost.

Unimproved Land and Land Development Loans

Although the Company has originated very few unimproved land and land development loans since the economic downturn in 2008, the Company may originate such loans on properties intended for residential and commercial use where real estate market conditions show significant strength. These loans are typically made for a term of 18 months to two years and are secured by the developed property with a loan-to-value not to exceed the lesser of 75 percent of cost or 65 percent of the appraised discounted estimated bulk sale value upon completion of the improvements. The projects under development are inspected on a regular basis and advances are made on a percentage-of-completion basis. The loans are made to borrowers with real estate development experience and appropriate financial strength. Generally, the Company requires that a certain percentage of the development be pre-sold or that construction and term take-out commitments are in place prior to funding the loan. Loans made on unimproved land are generally made for a term of five to ten years with a loan-to-value not to exceed the lesser of 50 percent of appraised value or 50 percent of cost.

Residential Builder Guidance Lines

The Company provides Builder Guidance Lines that are comprised of pre-sold and spec-home construction and lot acquisition loans. The spec-home construction and lot acquisition loans are limited to a specific number and maximum amount. Generally, the individual loans will not exceed a one year maturity. The homes under construction are inspected on a regular basis and advances made on a percentage-of-completion basis.

Construction Loans

During the construction loan term, all construction loan collateral properties are inspected at least monthly, or more frequently as needed, until completion. Draws on construction loans are predicated upon the results of the inspection and advanced on a percentage-of-completion basis versus original budget percentages. When construction loans become non-performing and the associated project is not complete, the Company on a case-by-case basis makes the decision to advance additional funds or to initiate collection/foreclosure proceedings. Such decision includes obtaining “as-is” and “at completion” appraisals for consideration of potential increases or decreases in the collateral’s value. The Company also considers the increased costs of monitoring progress to completion, and the related collection/holding period costs should collateral ownership be transferred to the Company.

Commercial Real Estate Loans

Loans are made to purchase, construct and finance commercial real estate properties. These loans are generally made to borrowers who will own and occupy the property, but may include loans to finance investment or income properties. Commercial real estate loans generally have a loan-to-value up to the lesser of 75 percent of the appraised value or 75 percent of the cost and require a minimum 1.2 times debt service coverage margin.

Agricultural Lending

Agricultural lending is conducted on a conservative basis and consists of operating credits, term real estate loans for the acquisition or refinance of agricultural real estate or equipment, and term livestock loans for the acquisition or refinance of livestock. Loan-to-value on equipment, livestock and agricultural real estate is generally limited to 75 percent.

Home Equity Loans

Home equity lines of credit are generally originated with maturity terms of 15 years. At origination, borrowers can choose a variable interest rate that changes quarterly, or after the first 3 or 5 years from the origination date. The draw period for home equity lines of credit usually exists from origination to maturity. During the draw period, the Company has home equity lines of credit where the borrowers pay interest only and home equity lines of credit where borrowers pay principal and interest.

Consumer Lending

The majority of consumer loans are secured by real estate, automobiles, or other assets. The Company intends to continue making such loans because of their short-term nature, generally between three months and five years. Moreover, interest rates on consumer loans are generally higher than on residential mortgage loans.

States and Political Subdivisions Lending

The Company lends directly to state and local political subdivisions. The loans are typically secured by the full faith and credit of the municipality or a specific revenue stream such as water or sewer fees.  In general, state and local political subdivision loans carry a low risk of default and offer other complementary business opportunities such as deposits and cash management. The loans are generally long-term in nature and interest on many of these loans is tax-exempt for federal income tax purposes.

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Credit Risk Management

The Company is committed to a conservative management of the credit risk within the loan portfolio, including the early recognition of problem loans. The Company’s credit risk management includes stringent credit policies, individual loan approval limits, limits on concentrations of credit, and committee approval of larger loan requests. Management practices also include regular internal and external credit examinations, identification and review of individual loans and leases experiencing deterioration of credit quality, procedures for the collection of non-performing assets, quarterly monitoring of the loan portfolio, semi-annual review of loans by industry, and periodic stress testing of the loans secured by real estate. Federal and state regulatory safety and soundness examinations are conducted annually.

The Company’s loan policy and credit administration practices establish standards and limits for all extensions of credit that are secured by interests in or liens on real estate, or made for the purpose of financing the construction of real property or other improvements. Ongoing monitoring and review of the loan portfolio is based on current information, including: the borrowers’ and guarantors’ creditworthiness, value of the real estate and other collateral, the project’s performance against projections, and monthly inspections by Company employees or external parties until the real estate project is complete.

Monitoring of the junior lien and home equity lines of credit portfolios includes evaluating payment delinquency, collateral values, bankruptcy notices and foreclosure filings. Additionally, the Company places junior lien mortgages and junior lien home equity lines of credit on non-accrual status when there is evidence that the associated senior lien is 90 days past due or is in the process of foreclosure, regardless of the junior lien delinquency status.

Due to the recent trends in the banking industry, there has been increased risk associated with commercial real estate loans, including with respect to the higher vulnerability of these credits to pressure as interest rates remain elevated and market conditions in many large metropolitan areas continue to show signs of stress. The Company has limited exposure to the office building sector in central business districts as the office portfolio is generally diversified in suburban and rural markets with strong occupancy levels.

The Company maintains a practice of regular and ongoing loan reviews, stress tests, and sensitivity analyses to assess the level of risk in the loan portfolio. Loan reviews include monitoring past due rates, non-performing trends, concentrations, LTV’s, among other qualitative factors. Loan policies are robust and are updated as needed to meet the strategic and risk mitigation goals of the company.

The largest category of the Company’s loan portfolio is Commercial Real Estate (“CRE”). An additional breakdown of the Company’s CRE portfolio based on the use of the property follows:

December 31, 2025
(Dollars in thousands)Owner OccupiedNon-Owner OccupiedTotalPercent of total CRE
Office$701,819$894,540$1,596,35911.8%
Retail534,898943,7111,478,60910.9%
Industrial and warehouse845,214465,1351,310,3499.7%
Multi-family1,246,6321,246,6329.2%
Mini and RV Storage20,063633,310653,3734.8%
Agriculture real estate740,858740,8585.5%
Hotel752,960752,9605.6%
Medical and nursing329,169311,758640,9274.7%
Land92,063569,789661,8524.9%
Automotive and transportation341,76068,772410,5323.0%
Restaurant and entertainment268,512113,896382,4082.8%
Other commercial real estate3,094,970595,6833,690,65327.2%
Total commercial real estate$6,969,326$6,596,186$13,565,512100%

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The following table summarizes the Company’s CRE portfolio by geographic location as of the dates indicated:

(Dollars in thousands)December 31, 2025
AmountPercent of total CRE
Montana$3,127,29923.1%
Utah2,113,86415.6%
Idaho1,916,55014.1%
Arizona1,364,23410.1%
Texas1,316,2719.7%
Colorado1,131,2238.3%
Washington988,6277.3%
Wyoming840,2526.2%
Nevada767,1925.7%
Total commercial real estate$13,565,512100%

The CRE portfolio is comprised of loans made to purchase, construct and finance commercial real estate properties. On average, the balances are small and geographically disbursed across our nine-state footprint. Specifically, our CRE portfolio has an average loan balance of $795 thousand with an average loan-to-value ratio (“LTV”) of 57% as of December 31, 2025.

Loan Approval Limits

Individual loan approval limits have been established for each lender based on the loan types and experience of the individual. There are four additional loan approval levels: 1) the Bank divisions’ Officer Loan Committees, consisting of senior lenders and members of senior management; 2) the Bank divisions’ advisory boards; 3) the Bank’s Executive Loan Committee, consisting of the Bank divisions’ senior loan officers and the Company’s Chief Credit Administrator; and 4) the Bank’s Board of Directors. Under banking laws, loans-to-one-borrower and related entities are limited to a prescribed percentage of the unimpaired capital and surplus of the Bank.

Interest Reserves

Interest reserves are used to periodically advance loan funds to pay interest charges on the outstanding balance of the related loan. As with any extension of credit, the decision to establish a loan-funded interest reserve upon origination of construction loans, including residential construction and land, lot and other construction loans, is based on prudent underwriting, including the feasibility of the project, expected cash flow, creditworthiness of the borrower and guarantors, and the protection provided by the real estate and other underlying collateral. Interest reserves provide an effective means for addressing the cash flow characteristics of construction loans. In response to the downturn in the housing market and potential impact upon construction lending, the Company discourages the creation or continued use of interest reserves.

Interest reserves are advanced provided the related construction loan is performing as expected. Loans with interest reserves may be extended, renewed or restructured only when the related loan continues to perform as expected and meets the prudent underwriting standards identified above. Such renewals, extension or restructuring are not permitted in order to keep the related loan current.

In monitoring the performance and credit quality of a construction loan, the Company assesses the adequacy of any remaining interest reserve, and whether the use of an interest reserve remains appropriate in the presence of emerging weakness and associated risks in the construction loan.

The ongoing accrual and recognition of uncollected interest as income continues only when facts and circumstances continue to reasonably support the contractual payment of principal or interest. Loans are typically designated as non-accrual when the collection of the contractual principal or interest is unlikely and has remained unpaid for ninety days or more. For such loans, the accrual of interest and its capitalization into the loan balance will be discontinued.

The Company had $450 million and $388 million of loans with remaining interest reserves of $33.7 million and $31.3 million as of December 31, 2025 and 2024, respectively. During 2025 and 2024, the Company extended, renewed or modified six loans and four loans, respectively, with interest reserves. Such loans had an aggregate outstanding principal balance of $20.5 million and $1.5 million as of December 31, 2025 and 2024, respectively. As of December 31, 2025, the Company had no construction loans with interest reserves that are currently non-performing or that are designated potential problem loans.

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Loan Purchases, Sales, and Servicing

Fixed rate, long-term mortgage loans are generally sold in the secondary market. The Company is active in the secondary market, primarily through the origination of conventional, Rural Development, Federal Housing Administration and Department of Veterans Affairs residential mortgages. The sale of loans in the secondary mortgage market reduces the Company’s risk of holding long-term, fixed rate loans during periods of rising interest rates. In connection with conventional loan sales, the Company typically sells the majority of mortgage loans originated with servicing released. In certain circumstances, the Company strategically retains servicing and in the current year has been more active in retaining the servicing. For the loans that are sold with servicing retained, the Company records a servicing right asset that is subsequently amortized over the life of the loan. The servicing assets are also evaluated for impairment based on the fair value of the servicing asset compared to the carrying value.

The Company has also been active in generating commercial SBA loans, and other commercial loans, with a portion of those loans sold to investors. The Company has not originated any type of subprime mortgages, either for the loan portfolio or for sale to investors. In addition, the Company has not purchased debt securities collateralized with subprime mortgages. The Company does not actively purchase loans from other financial institutions, and substantially all of the Company’s loans receivable are with customers in the Company’s geographic market areas.

Loan Origination and Other Fees

In addition to interest earned on loans, the Company receives fees for originating loans. Loan fees generally are a percentage of the principal amount of the loan and are charged to the borrower, and are normally deducted from the proceeds of the loan. Loan origination fees are generally 1.0 to 1.5 percent on residential mortgages and 0.5 to 1.5 percent on commercial loans. Consumer loans generally require a fixed fee amount. The Company also receives other fees and charges relating to existing loans, which include charges and fees collected in connection with loan modifications.

Appraisal and Evaluation Process

The Company’s loan policy and credit administration practices have adopted and implemented the applicable legal and regulatory requirements, which establishes criteria for obtaining appraisals or evaluations (new or updated), including transactions that are otherwise exempt from the appraisal requirements.

Each of the Bank divisions monitor conditions, including supply and demand factors, in the real estate markets served so they can react quickly to changing market conditions to mitigate potential losses from specific credit exposures within the loan portfolio. Evidence of the following real estate market conditions and trends is obtained from lending personnel and third party sources:

•demographic indicators, including employment and population trends;

•foreclosures, vacancy, construction and absorption rates;

•property sales prices, rental rates, and lease terms;

•current tax assessments;

•economic indicators, including trends within the lending areas; and

•valuation trends, including discount and capitalization rates.

Third party information sources include federal, state, and local governments and agencies thereof, private sector economic data vendors, real estate brokers, licensed agents, sales, rental and foreclosure data tracking services.

The time between ordering an appraisal or evaluation and receipt from third party vendors is typically two to six weeks for residential property depending on geographic market and four to eight weeks for non-residential property. For real estate properties that are of highly specialized or limited use, significantly complex or large, additional time beyond the typical times may be required for new appraisals or evaluations (new or updated).

As part of the Company’s credit administration and portfolio monitoring practices, the Company’s regular internal and external credit examinations review a significant number of individual loan files. Appraisals and evaluations (new or updated) are reviewed to determine whether the timeliness, methods, assumptions, and findings are reasonable and in compliance with the Company’s loan policy and credit administration practices. Such reviews include the adequacy of the steps taken by the Company to ensure that the individuals who perform appraisals and evaluations (new or updated) are appropriately qualified and are not subject to conflicts of interest. If there are any deficiencies noted in the reviews, they are reported to Bank management and prompt corrective action is taken.

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Non-performing Assets

The following table summarizes information regarding non-performing assets at the dates indicated:

At or for the Years ended
(Dollars in thousands)December 31, 2025December 31, 2024December 31, 2023
Other real estate owned and foreclosed assets$4111,1641,503
Accruing loans 90 days or more past due5,9976,1773,312
Non-accrual loans62,48720,44520,816
Total non-performing assets$68,89527,78625,631
Non-performing assets as a percentage of subsidiary assets0.22%0.10%0.09%
ACL as a percentage of non-performing loans373%774%799%
Accruing loans 30-89 days past due$78,82632,22849,967
U.S. government guarantees on loans included in non-performing assets$8,7337481,503
Interest income 1$3,6691,1421,085

______________________________

1Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each period had such loans performed pursuant to contractual terms.

Non-performing assets of $68.9 million at December 31, 2025 increased $41.1 million, or 148 percent, over the prior year end. Excluding $18.8 million from the acquisition of Guaranty, non-performing assets were $50.1 million, or 17 basis points as a percentage of subsidiary assets, at December 31, 2025.

Early stage delinquencies (accruing loans 30-89 days past due) of $78.8 million at December 31, 2025 increased $46.6 million from the prior year end. Excluding $10.0 million from the acquisition of Guaranty, early stage delinquencies were $68.8 million, or 0.37 percent of loans, at December 31, 2025, and increased $29.2 million from the prior quarter. Early stage delinquencies as a percentage of loans at December 31, 2025 were 0.38 percent compared to 0.19 percent for the prior year end and remain at historically low levels for the Company.

Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to management, including updated appraisals or evaluations (new or updated), the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or losses to the Company. Through pro-active credit administration, the Company works closely with its borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net charge-offs or losses to the Company. With very limited exceptions, the Company does not disburse additional funds on non-performing loans. Instead, the Company proceeds to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans.

For additional information on accounting policies relating to non-performing assets, see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Modified Loans

If a loan is modified in response to a borrower’s financial difficulties such modification is known as a modification to a borrower experiencing financial difficulty (“MBFD”), and if the underlying loan is characterized as a loan. Each modified loan is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service their obligations as modified. The Company had MBFD loans of $14.8 million and $55.0 million at December 31, 2025 and 2024, respectively. For additional information on MBFDs, see Note 3 to the Consolidated Financial Statement in “Item 8. Financial Statements and Supplementary Data.”

Other Real Estate Owned and Foreclosed Assets

The book value of loans prior to the acquisition of collateral and transfer of the loans into other real estate owned (“OREO”) and other foreclosed assets during 2025 was $2.7 million. The fair value of the loan collateral acquired in foreclosure during 2025 was $2.4 million. The following table sets forth the changes in OREO for the periods indicated:

Years ended
(Dollars in thousands)December 31, 2025December 31, 2024
Balance at beginning of period$1,1641,503
Additions2,367880
Write-downs(76)(16)
Sales(3,044)(1,203)
Balance at end of period$4111,164

Allowance for Credit Losses - Loans Receivable

The following table summarizes the allocation of the ACL as of the dates indicated:

December 31, 2025December 31, 2024
(Dollars in thousands)ACLPercent of Loans in CategoryACLPercent of Loans in Category
Residential real estate$31,87512%$25,18111%
Commercial real estate166,80365%138,54564%
Other commercial37,95415%24,40018%
Home equity11,6455%11,4025%
Other consumer7,0423%6,5132%
Total$255,319100%$206,041100%

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The following table summarizes the ACL experience for the periods indicated:

At or for the Years ended
(Dollars in thousands)December 31, 2025December 31, 2024December 31, 2023
Balance at beginning of period$206,041$192,757$182,283
Acquisitions1543
Provision for credit losses61,84627,17920,790
Net (charge-offs) recoveries
Residential real estate273(6)(3)
Commercial real estate(1,827)(2,828)(1,640)
Other commercial(3,568)(3,956)(2,256)
Home equity(28)538
Other consumer(7,572)(7,113)(6,455)
Net Charge-offs(12,722)(13,898)(10,316)
Balance at end of period$255,319$206,041$192,757
ACL as a percentage of total loans1.22%1.19%1.19%
Non-accrual loans as a percentage of total loans0.30%0.12%0.13%
ACL as a percentage of non-accrual loans408.60%1,007.78%926.01%

The following table summarizes net (charge-offs) recoveries as a percentage of average loans for the periods indicated:

December 31, 2025December 31, 2024December 31, 2023
Residential real estate0.01%%%
Commercial real estate(0.02)%(0.03)%(0.02)%
Other commercial(0.11)%(0.13)%(0.08)%
Home equity%%%
Other consumer(1.91)%(1.79)%(1.64)%
Total net charge-offs(0.07)%(0.08)%(0.07)%

The ACL as a percentage of total loans outstanding at December 31 2025 was 1.22 percent, which was an increase of 3 basis points from the prior year end. The Company’s ACL of $255 million is considered by management to be adequate to absorb the estimated credit losses from any segment of its loan portfolio based upon management’s best estimate of current expected credit losses within the existing portfolio of loans. Should any of the factors considered by management in making this estimate change, the Company’s estimate of current expected credit losses could also change, which could affect the level of future provision for credit losses related to loans. For the periods ended December 31, 2025, 2024, and 2023, the Company believes the ACL is commensurate with the risk in the Company’s loan portfolio and is directionally consistent with the change in the quality of the Company’s loan portfolio. During 2025 and 2024, provision for credit losses exceeded the charge-offs, net of recoveries, by $49.1 million and $13.3 million, respectively.

At the end of each quarter, the Company analyzes its loan portfolio and maintains an ACL at a level that is appropriate and determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Determining the adequacy of the ACL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ACL methodology is designed to reasonably estimate the probable credit losses within the Company’s loan portfolio. Accordingly, the ACL is maintained within a range of estimated losses. The determination of the ACL on loans, including credit loss expense and net charge-offs, is a critical accounting estimate that involves management’s judgments about the loan portfolio that impact credit losses, including the credit risk inherent in the loan portfolio, economic forecasts nationally and in the local markets in which the Company operates, trends and changes in collateral values, delinquencies, non-performing assets, net charge-offs, credit-related policies and personnel, and other factors.

42

In determining the allowance, the loan portfolio is separated into pools of loans that share similar risk characteristics which are the Company’s loan segments. The Company then derives estimated loss assumptions from its model by loan segment. The loss assumptions are then applied to each segment of loan to estimate the ACL on the pooled loans. For any loans that do not share similar risk characteristics, the estimated credit losses are determined on an individual loan basis and such loans primarily consist of non-accrual loans. An estimated credit loss is recorded on individually reviewed loans when the fair value of a collateral-dependent loan or the present value of the loan’s expected future cash flows (discounted at the loans original effective interest rate) is less than the amortized cost of the loan.

The Company provides commercial banking services to individuals, small to medium-sized businesses, community organizations and public entities from 281 locations, including 236 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona, Nevada, and Texas. The states in which the Company operates have diverse economies and markets that are tied to commodities (crops, livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing and service-related. Thus, the changes in the global, national, and local economies are not uniform across the Company’s geographic locations. The geographic dispersion of these market areas helps to mitigate the risk of credit loss. The Company’s model of eighteen Bank divisions with separate management teams is also a significant benefit in mitigating and managing the Company’s credit risk. This model provides substantial local oversight to the lending and credit management function and requires multiple reviews of larger loans before credit is extended.

The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This continuous process of identifying non-performing loans is necessary to support management’s evaluation of the ACL adequacy. An independent loan review function verifying credit risk ratings evaluates the loan officer and management’s evaluation of the loan portfolio credit quality. The ACL evaluation is well documented and approved by the Company’s Board. In addition, the policy and procedures for determining the balance of the ACL are reviewed annually by the Company’s Board, the internal audit department, independent credit reviewers and state and federal bank regulatory agencies.

Although the Company continues to actively monitor economic trends and regulatory developments, no assurance can be given that the Company will not, in any particular period, sustain losses that are significant relative to the ACL amount, or that subsequent evaluations of the loan portfolio applying management’s judgment about then current factors will not require significant changes in the ACL. Under such circumstances, additional credit loss expense could result.

For additional information regarding the ACL, its relation to credit loss expense and risk related to asset quality, see Note 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

43

Loans by Regulatory Classification

Supplemental information regarding identification of the Company’s loan portfolio and credit quality based on regulatory classification is provided in the following tables. The regulatory classification of loans is based primarily on the type of collateral for the loans. There may be differences when compared to loan tables and loan amounts appearing elsewhere which reflect the Company’s internal loan segments which are based on the purpose of the loan.

The following table summarizes the Company’s loan portfolio by regulatory classification:

(Dollars in thousands)December 31, 2025December 31, 2024$ Change% Change
Custom and owner occupied construction$263,713$242,844$20,8699%
Pre-sold and spec construction255,542191,92663,61633%
Total residential construction519,255434,77084,48519%
Land development263,262197,36965,89333%
Consumer land or lots247,769187,02460,74532%
Unimproved land167,796113,53254,26448%
Developed lots for operative builders69,78661,6618,12513%
Commercial lots155,63199,24356,38857%
Other construction1,122,350693,461428,88962%
Total land, lot, and other construction2,026,5941,352,290674,30450%
Owner occupied3,950,7263,197,138753,58824%
Non-owner occupied4,859,1734,053,996805,17720%
Total commercial real estate8,809,8997,251,1341,558,76521%
Commercial and industrial1,649,1011,395,997253,10418%
Agriculture1,282,8611,024,520258,34125%
1st lien3,098,0232,481,918616,10525%
Junior lien106,20576,30329,90239%
Total 1-4 family3,204,2282,558,221646,00725%
Multifamily residential1,019,484895,242124,24214%
Home equity lines of credit1,076,2011,005,78370,4187%
Other consumer237,393209,45727,93613%
Total consumer1,313,5941,215,24098,3548%
States and political subdivisions964,591983,601(19,010)(2%)
Other177,375183,894(6,519)(4%)
Total loans receivable, including loans held for sale20,966,98217,294,9093,672,07321%
Less loans held for sale 1(39,186)(33,060)(6,126)19%
Total loans receivable$20,927,796$17,261,849$3,665,94721%

______________________________

1 Loans held for sale are primarily 1st lien 1-4 family loans.

44

The following table summarizes the Company’s non-performing assets by regulatory classification:

Non-performing Assets, by Loan TypeNon- Accrual LoansAccruing Loans 90 Days or More Past DueOREO
(Dollars in thousands)December 31, 2025December 31, 2024December 31, 2025December 31, 2025December 31, 2025
Custom and owner occupied construction$183198183
Pre-sold and spec construction9192,132919
Total residential construction1,1022,3301,102
Land development898966898
Consumer land or lots797879
Developed lots for operative builders456531456
Commercial lots55647556
Other construction129129
Total land, lot and other construction2,1181,6221,533456129
Owner occupied3,9692,9793,360609
Non-owner occupied7,6062,2357,606
Total commercial real estate11,5755,21410,966609
Commercial and industrial27,3082,06926,1471,14318
Agriculture3,5492,3352,4361,113
1st lien15,8169,05313,5832,233
Junior lien1,7763151,776
Total 1-4 family17,5929,36815,3592,233
Multifamily residential395389395
Home equity lines of credit3,9683,4653,600213155
Other consumer1,229955949171109
Total consumer5,1974,4204,549384264
Other593959
Total$68,89527,78662,4875,997411

45

The following table summarizes the Company’s accruing loans 30-89 days past due by regulatory classification:

Accruing 30-89 Days Delinquent Loans, by Loan Type
(Dollars in thousands)December 31, 2025December 31, 2024$ Change% Change
Custom and owner occupied construction$533$969$(436)(45%)
Pre-sold and spec construction1,189564625111%
Total residential construction1,7221,53318912%
Land development3,9941,4502,544175%
Consumer land or lots1,162402760189%
Unimproved land36(36)(100%)
Developed lots for operative builders2,3002142,086975%
Commercial lots965965n/m
Other construction4,7874,787n/m
Total land, lot and other construction13,2082,10211,106528%
Owner occupied6,1032,8673,236113%
Non-owner occupied15,3885,03710,351205%
Total commercial real estate21,4917,90413,587172%
Commercial and industrial10,2156,1944,02165%
Agriculture2,3907441,646221%
1st lien19,6996,32613,373211%
Junior lien20214(194)(91%)
Total 1-4 family19,7196,54013,179202%
Multifamily residential150150n/m
Home equity lines of credit5,4153,7311,68445%
Other consumer1,8661,775915%
Total consumer7,2815,5061,77532%
Other2,6501,70594555%
Total$78,826$32,228$46,598145%

_________________

n/m - not measurable

46

The following table summarizes the Company’s charge-offs and recoveries by regulatory classification:

Net Charge-Offs (Recoveries), Years ended, By Loan TypeCharge-OffsRecoveries
(Dollars in thousands)December 31, 2025December 31, 2024December 31, 2025December 31, 2025
Pre-sold and spec construction$(4)5151
Total residential construction(4)5151
Land development(358)1,095358
Consumer land or lots(5)(22)5
Unimproved land1,338
Developed lots for operative builders(8)8
Commercial lots319
Total land, lot and other construction(371)2,730371
Owner occupied(2)(73)2
Non-owner occupied2,23222,24311
Total commercial real estate2,230(71)2,24313
Commercial and industrial2,1041,4223,056952
Agriculture(112)64112
1st lien(182)321183
Junior lien(38)(65)126164
Total 1-4 family(220)(33)127347
Home equity lines of credit436910663
Other consumer1,6001,0781,922322
Total consumer1,6431,1472,028385
Other7,4488,64311,1773,729
Total$12,72213,89818,6825,960

47

Sources of Funds

The Company’s deposits have traditionally been the principal source of funds for use in lending and other business purposes. The Company also obtains funds from repayment of loans and debt securities, securities sold under agreements to repurchase (“repurchase agreements”), wholesale deposits, advances from FHLB, Federal Reserve facilities, and other borrowings. Loan repayments are a relatively stable source of funds, while interest bearing deposit inflows and outflows are significantly influenced by general interest rate levels and market conditions. Borrowings and advances may be used on a short-term basis to compensate for reductions in normal sources of funds such as deposit inflows at less than projected levels. Borrowings also may be used on a long-term basis to support expanded activities, match maturities of longer-term assets or manage interest rate risk.

Deposits

The Company has several deposit programs designed to attract both short-term and long-term deposits from the general public by providing a wide selection of accounts and rates. These programs include non-interest bearing deposit accounts and interest bearing deposit accounts such as NOW, DDA, savings, money market deposits, fixed rate certificates of deposit with maturities ranging from three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. These deposits are obtained primarily from individual and business residents in the Bank’s geographic market areas. Wholesale deposits are obtained through various programs and include brokered deposits classified as NOW, DDA, money market deposits and certificate accounts. The Company’s deposits are summarized below:

December 31, 2025December 31, 2024
(Dollars in thousands)AmountPercentAmountPercent
Non-interest bearing deposits$7,314,77930%$6,136,70930%
NOW and DDA accounts6,236,55125%5,543,51227%
Savings accounts3,158,93913%2,845,12414%
Money market deposit accounts3,948,20116%2,878,21314%
Certificate accounts3,928,55016%3,139,82115%
Wholesale deposits4,076%3,615%
Total interest bearing deposits17,276,31770%14,410,28570%
Total deposits$24,591,096100%$20,546,994100%

Total estimated uninsured deposits were $8.111 billion and $6.544 billion at December 31, 2025 and December 31, 2024, respectively. The following table summarizes the estimated amounts outstanding at December 31, 2025 for uninsured time deposits according to the time remaining to maturity.

(Dollars in thousands)Certificates of Deposit
Within three months$791,458
Three months to six months400,206
Seven months to twelve months155,416
Over twelve months97,050
Total$1,444,130

For additional information on deposits, see Note 9 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

48

Borrowings

The Company borrows money through repurchase agreements. This process involves the selling of one or more of the securities in the Company’s investment portfolio and simultaneously entering into an agreement to repurchase the same securities at an agreed upon later date, typically overnight. A rate of interest is paid for the agreed period of time. The Bank enters into repurchase agreements with local municipalities, and certain customers, and has adopted procedures designed to ensure proper transfer of title and safekeeping of the underlying securities. In addition to retail repurchase agreements, the Company periodically enters into wholesale repurchase agreements as additional funding sources. The Company has not entered into reverse repurchase agreements.

The Bank is a member of the FHLB of Des Moines, which is one of eleven banks that comprise the FHLB system.  The Bank is required to maintain a certain level of activity-based stock in order to borrow or to engage in other transactions with the FHLB of Des Moines. Additionally, the Bank is subject to a membership capital stock requirement that is based upon an annual calculation tied to the total assets of the Bank. The borrowings are collateralized by eligible categories of loans and debt securities (principally, securities which are obligations of, or guaranteed by, the U.S. government and its agencies), provided certain standards related to credit-worthiness have been met. Advances are made pursuant to several different credit programs, each of which has its own interest rates and range of maturities. The Bank’s maximum amount of FHLB advances is limited to the lesser of a fixed percentage of the Bank’s total assets or the discounted value of eligible collateral. FHLB advances fluctuate to meet seasonal and other withdrawals of deposits and to expand lending or investment opportunities of the Company.

During the first quarter of 2023, the Federal Reserve Bank (“FRB”) offered a new Bank Term Funding Program (“BTFP”) for eligible depository institutions. The BTFP offered loans of up to one year in length to institutions pledging collateral eligible for purchase by the FRB in open market operations such as U.S. Treasuries, U.S. Agency securities, and U.S. agency mortgage-backed securities. These assets were valued at par value. During 2023 the Company borrowed $2.740 billion from the BTFP which enabled the Company to pay off higher rate FHLB advances and support its liquidity position at that time. In the first quarter of 2024, the Company paid off all of the BTFP borrowings through a combination of the FHLB borrowings, cash, and additional sources of liquidity.

Additionally, the Company has other sources of secured and unsecured borrowing lines from various sources that may be used from time to time. For additional information concerning the Company’s borrowings, see Note 10 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Short-term borrowings

A critical component of the Company’s liquidity and capital resources is access to short-term borrowings to fund its operations. Short-term borrowings are accompanied by increased risks managed by the Bank’s Asset Liability Committee (“ALCO”) such as rate increases or unfavorable changes in terms which would make it more costly to obtain future short-term borrowings. The Company’s short-term borrowing sources include FHLB advances, federal funds purchased and retail and wholesale repurchase agreements. The Company also has access to the short-term discount window borrowing programs (i.e., primary credit) of the FRB as well as a line of credit with a large national banking institution. FHLB advances and certain other short-term borrowings may be renewed as long-term borrowings to decrease certain risks such as liquidity or interest rate risk; however, the reduction in risks are weighed against the increased cost of funds and other risks.

Subordinated Debentures

In addition to funds obtained in the ordinary course of business, the Company formed or acquired unconsolidated financing subsidiaries for the purpose of issuing or holding trust preferred securities that entitle the investor to receive cumulative cash distributions thereon. Subordinated debentures were issued in conjunction with the trust preferred securities and the terms of the subordinated debentures and trust preferred securities are the same. For regulatory capital purposes, the trust preferred securities are included in Tier 2 capital at December 31, 2025. The subordinated debentures outstanding as of December 31, 2025 were $187 million, including fair value adjustments from acquisitions. For additional information regarding the subordinated debentures, see Note 11 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

49

Liquidity Risk

In the normal course of business, the Company has commitments that require significant cash availability for customer deposits outflows, repurchase agreements, borrowed funds, lease obligations, off-balance sheet obligations, operating expenses and other contractual obligations. The source of funding for such requirements includes loan repayments, customer deposit inflows, borrowings, revenue from operations, and capital resources. Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost.

The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements:

1.assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time;

2.providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity; and

3.balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.

The Company has a wide range of versatility in managing the liquidity and asset/liability mix. The Bank’s ALCO meets regularly to assess liquidity risk, among other matters. The Company monitors liquidity and contingency funding alternatives through management reports of liquid assets (e.g., debt securities), both unencumbered and pledged, as well as borrowing capacity, both secured and unsecured, including off-balance sheet funding sources. The Company evaluates its potential funding needs across alternative scenarios and maintains contingency funding plans consistent with the Company’s access to diversified sources of contingent funding.

The following table identifies certain liquidity sources and capacity available to the Company as of the dates indicated:

(Dollars in thousands)December 31, 2025December 31, 2024
FHLB advances
Borrowing capacity$4,872,4334,355,976
Amount utilized(440,000)(1,800,000)
Letters of credit and other pledged collateral(10,224)(6,165)
Amount available$4,422,2092,549,811
FRB discount window
Borrowing capacity$2,048,3091,860,932
Amount utilized
Amount available$2,048,3091,860,932
Unsecured lines of credit available$530,000525,000
Unencumbered debt securities
U.S. government and federal agency$90,783608,979
U.S. government sponsored enterprises13,758301,990
State and local governments929,248907,832
Corporate bonds33,94914,503
Residential mortgage-backed securities160,623615,310
Commercial mortgage-backed securities794,427837,169
Total unencumbered debt securities 1$2,022,7883,285,783

____________________________

1 Total unencumbered debt securities at December 31, 2025, included $1.2 billion classified as AFS and $828.1 million classified as HTM. Total unencumbered debt securities at December 31, 2024, included $1.6 billion classified as AFS, and $1.6 billion classified as HTM. AFS debt securities are reported at fair value and HTM debt securities are reported at amortized cost.

50

Contractual Obligations and Off-Balance Sheet Arrangements

In the normal course of business, there may be various outstanding commitments to obtain funding and to extend credit, such as letters of credit and unfunded loan commitments, which are not reflected in the accompanying condensed consolidated financial statements. The Company assessed the off-balance sheet credit exposures as of December 31, 2025 and determined its allowance for credit losses (“ACL”) of $30.0 million was adequate to absorb the estimated credit losses. Such ACL is included in other liabilities. For additional information regarding the Company’s ACL, see “Allowance for Credit Losses - Loans Receivable” above.

Capital Resources

Maintaining capital strength continues to be a long-term objective of the Company. High levels of capital are necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to issue 234,000,000 shares of common stock of which 129,971,712 have been issued as of December 31, 2025. The Company also has the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of December 31, 2025. Conversely, the Company may in the future decide to utilize a portion of its strong capital position, as it has done in the past, to repurchase shares of its outstanding common stock, depending on market price and other relevant considerations.

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The guidelines require the Company to hold a 2.5 percent capital conservation buffer designed to absorb losses during periods of economic stress. As of December 31, 2025, management believes the Company and Bank meet all capital adequacy requirements to which they are subject and there are no conditions or events subsequent to this date that management believes have changed the Company’s or Bank’s risk-based capital category.

The following table illustrates the Bank’s regulatory capital ratios and the Federal Reserve’s capital adequacy guidelines as of December 31, 2025:

Total Capital (To Risk-Weighted Assets)Tier 1 Capital (To Risk-Weighted Assets)Common Equity Tier 1 (To Risk-Weighted Assets)Leverage Ratio/ Tier 1 Capital (To Average Assets)
Glacier Bank actual regulatory ratios13.91%12.67%12.67%9.33%
Minimum capital requirements8.00%6.00%4.50%4.00%
Minimum capital requirements plus capital conservation buffer10.50%8.50%7.00%N/A
Well capitalized requirements10.00%8.00%6.50%5.00%

For additional information regarding regulatory capital, see Note 13 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

51

Federal and State Income Taxes

The Company files a consolidated federal income tax return using the accrual method of accounting. All required tax returns have been timely filed. Financial institutions are subject to the provisions of the Internal Revenue Code of 1986, as amended, in the same general manner as other corporations. The federal statutory corporate income tax rate is 21 percent.

Within the Company’s geographic footprint under Montana, Idaho, Utah, Colorado and Arizona law, financial institutions are subject to a corporation income tax, which incorporates or is substantially similar to applicable provisions of the Internal Revenue Code. The corporation income tax is imposed on federal taxable income, subject to certain adjustments. State taxes are incurred at the rate of 6.75 percent in Montana, 5.30 percent in Idaho, 4.50 percent in Utah, 4.40 percent in Colorado and 4.90 percent in Arizona. Washington, Wyoming, Nevada, and Texas do not impose a corporate income tax. The Company is also required to file in states other than the nine states in which it has properties.

Income tax expense for the years ended December 31, 2025 and 2024 was $51.2 million and $36.2 million, respectively. The Company’s effective income tax rate for the years ended December 31, 2025 and 2024 was 17.6 percent and 16.0 percent, respectively. The current and prior year’s low effective income tax rates were due to income from tax-exempt debt securities, municipal loans and leases and benefits from federal income tax credits. Income from tax-exempt debt securities, loans and leases was $84.7 million and $84.2 million for the years ended December 31, 2025 and 2024, respectively. Benefits from Low-Income Housing Tax Credits (“LIHTC”) federal income tax credits were $30.9 million and $25.4 million for the years ended December 31, 2025 and 2024, respectively.

The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). Administered by the Community Development Financial Institutions Fund (“CDFI Fund”) of the U.S. Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The Company also has equity investments in LIHTC’s which are indirect federal subsidies used to finance the development of affordable rental housing for low-income households. The federal income tax credits are claimed over a ten-year credit allowance period. The Company has investments of $9.5 million in Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income. The federal income tax credits on these debt securities are subject to federal and state income tax. The Company has investments in historic tax credits that are claimed over a five-year credit allowance period.

Following is a list of expected federal income tax credits to be received in the years indicated.

(Dollars in thousands)New Markets Tax CreditsLow-Income Housing Tax CreditsDebt Securities Tax CreditsHistoric Tax CreditsTotal
2026$5,19231,56720556437,528
20275,37032,3604356438,337
20283,35430,0124333,409
20291,75828,6344330,435
20301,06827,1344328,245
Thereafter90,1156490,179
$16,742239,8224411,128258,133

For additional information on income taxes, see Note 17 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data”.

Average Balance Sheet

The following schedule provides 1) the total dollar amount of interest and dividend income of the Company for earning assets and the average yields; 2) the total dollar amount of interest expense on interest bearing liabilities and the average rates; 3) net interest and dividend income and interest rate spread; and 4) net interest margin (tax-equivalent).

52

Years ended
December 31, 2025December 31, 2024December 31, 2023
(Dollars in thousands)Average BalanceInterest and DividendsAverage Yield/ RateAverage BalanceInterest and DividendsAverage Yield/ RateAverage BalanceInterest and DividendsAverage Yield/ Rate
Assets
Residential real estate loans$2,077,431$111,1355.35%$1,820,057$89,5964.92%$1,603,600$71,3284.45%
Commercial loans 115,355,275906,3095.90%13,818,805772,4965.59%12,982,708675,5495.20%
Consumer and other loans1,354,12197,5097.20%1,305,71689,1606.83%1,247,11474,7345.99%
Total loans 218,786,8271,114,9535.93%16,944,578951,2525.61%15,833,422821,6115.19%
Tax-exempt investment securities 31,612,20656,1923.49%1,675,73259,4793.55%1,740,74659,7163.43%
Taxable investment securities 4,56,833,546138,5472.03%7,400,887145,1281.96%8,297,203152,0031.83%
Total earning assets27,232,5791,309,6924.81%26,021,1971,155,8594.44%25,871,3711,033,3303.99%
Goodwill and intangibles1,221,5921,079,4041,022,052
Non-earning assets989,532773,322504,698
Total assets$29,443,703$27,873,923$27,398,121
Liabilities
Non-interest bearing deposits$6,584,700$%$6,144,268$%$6,642,339$%
NOW and DDA accounts5,764,97164,5841.12%5,326,29663,6351.19%5,167,11737,3570.72%
Savings accounts2,985,00722,4180.75%2,866,90822,6840.79%2,908,5849,9180.34%
Money market deposit accounts3,247,64066,6602.05%2,904,46158,1402.00%3,166,91442,2541.33%
Certificate accounts3,379,326120,3443.56%3,106,755128,0814.12%1,949,20664,1763.29%
Total core deposits21,961,644274,0061.25%20,348,688272,5401.34%19,834,160153,7050.77%
Short-term borrowings
Wholesale deposits 64,0291814.49%3,6151945.36%173,2318,7215.03%
Repurchase agreements1,954,63257,1722.92%1,676,04055,7233.32%1,301,22336,4142.80%
FHLB advances1,302,97362,2524.71%1,147,45656,2974.83%551,98626,9104.81%
FRB Bank Term Funding%617,37727,0974.39%2,133,65893,3884.38%
Total short-term borrowings3,261,634119,6053.72%3,444,488139,3113.98%4,160,098165,4333.92%
Long-term borrowings
FHLB advances%351,03816,3234.57%%
Subordinated debentures and other borrowed funds238,96213,1465.50%219,8397,0443.20%209,5676,8353.26%
Total interest bearing liabilities25,462,240406,7571.60%24,364,053435,2181.79%24,203,825325,9731.35%
Other liabilities356,409351,825275,359
Total liabilities25,818,64924,715,87824,479,184
Stockholders’ Equity
Common stock1,1971,1321,109
Paid-in capital2,730,7292,437,6412,346,575
Retained earnings1,130,6021,064,0901,021,469
Accumulated other comprehensive loss(237,474)(344,818)(450,216)
Total stockholders’ equity3,625,0543,158,0452,918,937
Total liabilities and stockholders’ equity$29,443,703$27,873,923$27,398,121
Net interest income (tax-equivalent)$902,935$720,641$707,357
Net interest spread (tax-equivalent)3.21%2.65%2.64%
Net interest margin (tax-equivalent)3.32%2.77%2.73%

53

Average Balance Sheet - continued

______________________________

1Includes tax effect of $6.3 million, $6.5 million and $5.9 million on tax-exempt municipal loan and lease income for the years ended December 31, 2025, 2024 and 2023, respectively.

2Total loans are gross of the ACL, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period.

3Includes tax effect of $7.0 million, $8.6 million and $8.9 million on tax-exempt debt securities income for the years ended December 31, 2025, 2024 and 2023, respectively.

4Includes tax effect of $602 thousand, $832 thousand and $859 thousand on federal income tax credits for the years ended December 31, 2025, 2024 and 2023, respectively.

5Includes interest income of $28.9 million, $31.2 million and $42.2 million on average interest-bearing cash balances of $680.0 million, $594.8 million and $791.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.

6Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts with contractual maturities.

Rate/Volume Analysis

Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases (or decreases) attributable to changes in the dollar levels of the Company’s interest earning assets and interest bearing liabilities (“volume”) and the yields earned and paid on such assets and liabilities (“rate”). The change in interest income and interest expense attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to rate.

Year ended December 31,Year ended December 31,
2025 vs. 20242024 vs. 2023
Increase (Decrease) Due to:Increase (Decrease) Due to:
(Dollars in thousands)VolumeRateNetVolumeRateNet
Interest income
Residential real estate loans$12,6708,86921,5399,6288,64018,268
Commercial loans (tax-equivalent)83,54650,267133,81345,47651,47296,948
Consumer and other loans3,0535,2968,3493,72610,70014,426
Investment securities (tax-equivalent)(14,221)4,353(9,868)(20,277)13,165(7,112)
Total interest income85,04868,785153,83338,55383,977122,530
Interest expense
NOW and DDA accounts5,053(4,105)9481,25625,02226,278
Savings accounts870(1,136)(266)(115)12,88112,766
Money market deposit accounts6,6921,8288,520(3,396)19,28215,886
Certificate accounts10,857(18,594)(7,737)38,39225,51363,905
Wholesale deposits22(34)(12)(8,538)11(8,527)
Repurchase agreements9,085(7,636)1,44910,6178,69219,309
FHLB advances(9,648)(720)(10,368)46,343(633)45,710
FRB Bank Term Funding(27,097)(27,097)(66,291)(66,291)
Subordinated debentures and other borrowed funds5925,5106,102355(146)209
Total interest expense(3,574)(24,887)(28,461)18,62390,622109,245
Net interest income (tax-equivalent)$88,62293,672182,29419,930(6,645)13,285

Net interest income (tax-equivalent) increased $182.3 million for the year ended December 31, 2025 compared to prior year end. The increase in interest income was primarily attributable to an increase in interest income and a decrease in interest expense. The increase in interest income was primarily attributable to the increase in the loan portfolio and an increase in loan yields. The decrease in interest expense was driven primarily by a decrease in deposit rates and a decrease in higher cost borrowings.

Net interest income (tax-equivalent) increased $13.3 million for the year ended December 31, 2024 compared to the prior year end. The increase in interest income was primarily attributable to an increase in interest rates with additional benefit from the increase in

54

the loan portfolio, which more than outpaced the increase in interest expense which was primarily driven by an increase in interest rates.

Cyber Risk

A failure in or breach of the Company’s operational or security systems, or those of the Company’s third-party service providers, including as a result of cyber-attacks, could disrupt business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase costs and cause losses. The Company employs detection and response mechanisms designed to contain and mitigate these risks. The Company maintains a robust information security program that is regularly reviewed, tested, and updated. This includes vulnerability and patch management programs, incident response planning, security monitoring, employee training, and security awareness testing. The Board's Risk Oversight Committee is responsible for monitoring the Company’s cyber risk management profile and related programs. The Board is responsible for approval of related policies.

See “Item 1A. Risk Factors” and “Item 1C. Cybersecurity” for additional information regarding our cybersecurity program and the risks we face from cybersecurity threats.

Critical Accounting Policies and Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, income, and related disclosures. Certain accounting policies involve significant judgment and are particularly important to the portrayal of our financial condition and results of operations. These policies, and the related estimates, are described below as critical accounting policies and critical accounting estimates because changes in assumptions or judgments could materially affect our financial statements.

The Company considers its accounting policies for the ACL, goodwill and fair value measurements to be critical accounting policies. The application of these policies has a significant impact on the Company’s consolidated financial statements and financial results could differ significantly if different judgments or estimates were applied. The following describes why the estimates are subject to uncertainty, the estimated change in the reported periods, and the sensitivity of the reported amounts to the methods, assumptions, and estimates underlying the calculation. For additional information regarding the Company’s Significant Accounting Policies, see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Allowance for Credit Losses

The ACL for loans receivable represents management’s estimate of credit losses over the expected contractual life of the loan portfolio. The Company’s accounting policy for determining the adequacy of the allowance is complex and requires a high degree of judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance in those future period which is why there is such a high degree of uncertainty. Such factors or assumptions include loan volumes, delinquency status, credit ratings, historical loss experiences, estimated prepayment speeds, weighted average lives and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. The Company’s estimate of the ACL is particularly sensitive to changes in economic forecasts, delinquency trends, and credit quality indicators. Deterioration in macroeconomic conditions, including increases in unemployment or interest rates, could result in higher expected credit losses and a corresponding increase in the provision for credit losses. Conversely, improvement in these conditions could reduce expected losses. For information regarding the ACL for loans receivable, its relation to the provision for credit losses and risk related to asset quality, and the estimated change during the reported periods, see the section captioned “Allowance for Credit Losses - Loans Receivable” included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1 and 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Goodwill

The Company’s accounting policy requires an annual assessment for goodwill for impairment, or more frequently if determined necessary. Goodwill of a reporting unit is tested for impairment if an event is more-likely-than-not to reduce the fair value of a reporting unit below its carrying amount. Changes in the economic environment, operations of the aggregated reporting units, or other factors could result in the decline in the fair value of the aggregated reporting units which could result in a goodwill impairment in the future. The estimate is considered to have a low amount of uncertainty unless there is an event that significantly lowers the fair value of a reporting unit estimate. Examples of events and circumstances include: significant change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, loss of key personnel, a more likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of, and the testing for recoverability of a significant asset group within a reporting unit. There were no changes to the Company’s assessment or reported amounts during 2025. For information on goodwill, see Notes 1 and 6 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

55

Fair Value Measurements

Fair value measurement estimates are used for certain recorded and disclosed financial instruments on a recurring and non-recurring basis. Such estimates utilize a variety of assumptions which are subject to uncertainty. Certain fair value measurements, particularly those involving unobservable inputs, require significant judgment and are highly sensitive to changes in assumptions. These measurements may include valuation of financial instruments classified as Level 3 within the fair value hierarchy, where valuation is based on internally developed models. Changes in assumptions such as discount rates, credit spreads, or expected cash flows could result in materially different fair value estimates. For information on fair value measurements and the estimated changes during the reporting periods, see Note 21 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Impact of Recently Issued Accounting Standards

Authoritative accounting guidance that impacted the Company that became effective during 2025 or 2024 include amendments to:

•FASB ASC Topic 280, Segment Reporting

•FASB ASC Topic 232, Investments Equity Method and Joint Ventures

•FASB ASC Topic 740, Income Taxes

Authoritative accounting guidance that may possibly have a material impact on the Company that is pending adoption at December 31, 2025 includes amendments to:

•FASB ASC Topic 326, Purchased Loans

•FASB ASC Topic 220, Disaggregation of Income Statement Expenses

For additional information on the topics and the impact on the Company see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

MD&A history

Prior-year 10-K MD&A spans are extracted from SEC filings with the same bounded parser used for the latest filing. The latest 10-K appears above; prior years are below.

FY 2024 10-K MD&A

SEC filing source: 0000868671-25-000046.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2025-02-25. Report date: 2024-12-31.

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

The following discussion is intended to provide a more comprehensive review of the Company’s operating results and financial condition from management’s perspective than can be obtained from reading the Consolidated Financial Statements alone. The information includes management’s assessment of material information relevant to the Company’s financial condition and results of operations, material events and uncertainties that are reasonably likely to cause reported information not to be indicative of future operating results or financial condition, and material financial and statistical information that the Company believes will enhance the investors’ understanding of the Company and its financial results. The discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in “Item 8. Financial Statements and Supplementary Data.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “will,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-looking statements, including those factors set forth under “Risk Factors” and in other sections in this Annual Report on Form 10-K, or the documents incorporated by reference:

•risks associated with lending and potential adverse changes in the credit quality of the Company’s loan portfolio;

•changes in monetary and fiscal policies, including interest rate policies of the Federal Reserve Board, which may continue to adversely affect the Company’s net interest income and margin, the fair value of its financial instruments, profitability, and stockholders’ equity;

•legislative or regulatory changes, including increased FDIC insurance rates and assessments or increased banking and consumer protection regulations, that may adversely affect the Company’s business and strategies;

•risks related to overall economic conditions, including the impact on the economy of an uncertain interest rate environment, inflationary pressures, the potential for significant changes in economic policies in the new administration, and geopolitical instability, including the wars in Ukraine and the Middle East;

•risks associated with the Company’s ability to negotiate, complete, and successfully integrate any pending or future acquisitions;

•costs or difficulties related to the completion and integration of pending or future acquisitions;

•impairment of the goodwill recorded by the Company in connection with acquisitions, which may have an adverse impact on earnings and capital;

•reduction in demand for banking products and services, whether as a result of changes in customer behavior, economic conditions, banking environment, or competition;

•deterioration of the reputation of banks and the financial services industry, which could adversely affect the Company's ability to obtain and maintain customers;

•changes in the competitive landscape, including as may result from new market entrants or further consolidation in the financial services industry, resulting in the creation of larger competitors with greater financial resources;

•risks presented by public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow through acquisitions;

•risks associated with dependence on the Chief Executive Officer (“CEO”), the senior management team and the Presidents of Glacier Bank (the “Bank”) divisions;

•material failure, potential interruption or breach in security of the Company’s systems or changes in technology which could expose the Company to cybersecurity risks, fraud, system failures, or direct liabilities;

•risks related to natural disasters, including droughts, fires, floods, earthquakes, pandemics, and other unexpected events;

•success in managing risks involved in any of the foregoing; and

•effects of any reputational damage to the Company resulting from any of the foregoing.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in “Item 1A. Risk Factors.” Please take into account that forward-looking statements speak only as of the date of this Annual Report on Form 10-K (or documents incorporated by reference, if applicable). Given the described uncertainties and risks, the Company cannot guarantee its future performance or results of operations and you should not place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly correct, revise, or update any forward-looking statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement, except as may be required under federal securities laws.

24

FIVE YEAR SELECTED FINANCIAL DATA

Selected Financial Data

The selected financial data of the Company is derived from the Company’s historical audited financial statements and related notes. The information set forth below should be read in conjunction with “Item 8. Financial Statements and Supplementary Data” contained elsewhere in this Annual Report on Form 10-K.

December 31,Compounded Annual Growth Rate
(Dollars in thousands, except per share data)202420232022202120201-Year5-Year
Selected Statements of Financial Condition Information
Total assets$27,902,987$27,742,629$26,635,375$25,940,645$18,504,2060.6%8.6%
Debt securities7,540,0528,288,1309,022,35910,370,0135,527,650(9.0)%6.4%
Loans receivable, net17,055,80816,005,32515,064,52913,259,36610,964,4536.6%9.2%
Allowance for credit losses(206,041)(192,757)(182,283)(172,665)(158,243)6.9%5.4%
Goodwill and intangibles1,102,5001,017,2631,026,9941,037,652569,5228.4%14.1%
Deposits20,546,99419,929,16720,606,55521,337,24914,797,5293.1%6.8%
Federal Home Loan Bank advances1,800,0001,800,000100.0%n/m
FRB Bank Term Funding2,740,000(100.0)%n/m
Securities sold under agreements to repurchase and other borrowed funds1,860,8161,568,5451,023,2091,064,8881,037,65118.6%12.4%
Stockholders’ equity3,223,8543,020,2812,843,3053,177,6222,307,0416.7%6.9%
Equity per share28.4327.2425.6728.7124.184.4%3.3%
Equity as a percentage of total assets11.6%10.9%10.7%12.3%12.5 %6.1%(1.5)%

________________________

n/m - not measurable

Years ended December 31,Compounded Annual Growth Rate
(Dollars in thousands, except per share data)202420232022202120201-Year5-Year
Summary Statements of Operations
Interest income$1,139,850$1,017,655$829,640$681,074$627,06412.0%12.7%
Interest expense435,218325,97341,26118,55827,31533.5%74.0%
Net interest income704,632691,682788,379662,516599,7491.9%3.3%
Provision for credit losses28,30614,79519,96323,07639,76591.3%(6.6)%
Non-interest income128,446118,079120,732144,820172,8678.8%(5.8)%
Non-interest expense578,468527,358518,868434,822404,8119.7%7.4%
Income before income taxes226,304267,608370,280349,438328,040(15.4)%(7.2)%
Federal and state income tax expense36,16044,68167,07864,68161,640(19.1)%(10.1)%
Net income$190,144$222,927$303,202$284,757$266,400(14.7)%(6.5)%
Basic earnings per share$1.68$2.01$2.74$2.87$2.81(16.4)%(9.8)%
Diluted earnings per share$1.68$2.01$2.74$2.86$2.81(16.4)%(9.8)%
Dividends declared per share$1.32$1.32$1.32$1.37$1.33%(0.2)%

25

At or for the Years ended December 31,
(Dollars in thousands)20242023202220212020
Selected Ratios and Other Data
Return on average assets0.68%0.81%1.15%1.33%1.62%
Return on average equity6.02%7.64%10.43%11.08%12.15%
Dividend payout ratio78.57%65.67%48.18%47.74%47.33%
Average equity to average asset ratio11.33%10.65%11.01%11.99%13.35%
Total capital (to risk-weighted assets)14.49%14.61%14.02%14.21%14.63%
Tier 1 capital (to risk-weighted assets)12.69%12.85%12.34%12.49%12.42%
Common Equity Tier 1 (to risk-weighted assets)12.69%12.85%12.34%12.49%12.42%
Tier 1 capital (to average assets)8.93%8.71%8.79%8.64%9.12%
Net interest margin on average earning assets (tax-equivalent)2.77%2.73%3.27%3.42%4.09%
Efficiency ratio 166.71%62.85%54.64%51.35%49.97%
Allowance for credit losses as a percent of loans1.19%1.19%1.20%1.29%1.42%
Allowance for credit losses as a percent of nonperforming loans774%799%557%255%470%
Non-performing assets as a percentage of subsidiary assets0.10%0.09%0.12%0.26%0.19%
Non-performing assets$27,78625,63132,74267,69135,433
Loans originated$5,151,1384,449,3508,039,6238,551,4197,934,881
Number of full time equivalent employees3,4413,2943,3903,4362,970
Number of locations227221221224193

______________________________

1 Non-interest expense before OREO expenses, core deposit intangibles amortization, goodwill impairment charges, and non-recurring expense items as a percentage of tax-equivalent net interest income and non-interest income, excluding gains or losses on sale of investments, OREO income, and non-recurring income items.

26

YEAR ENDED DECEMBER 31, 2024 COMPARED TO DECEMBER 31, 2023

Highlights and Overview

The Company continued to experience pressure during 2024 from the historic interest rate increases during 2023. While the Company experienced an overall decline in net income during the current year, the increase in the net interest margin for each quarter of 2024 combined with its two acquisitions in 2024 has provided a solid foundation for improved financial performance.

Net income for the current year was $190 million, a decrease of $32.8 million, or 15 percent, over the prior year net income of $223 million. The decrease in net income during the current year was primarily driven by the significant increase in funding costs, increased operating costs from acquisitions and an $8.6 million increase in acquisition-related expenses. Diluted earnings per share for the year was $1.68, a decrease of 16 percent, from the 2023 diluted earnings per share of $2.01. Net interest income of $705 million for 2024 increased $13.0 million, or 2 percent, over 2023 and was primarily driven by increased interest income which outpaced the increase in interest expense. Non-interest expense of $578 million for 2024 increased $51.1 million, or 10 percent, during the current year and was primarily driven by increased operating expenses from the current year acquisitions and an $8.6 million increase in acquisition-related expenses. The Company’s increase in credit loss expense of $13.5 million during the current year was primarily driven by a $9.7 million provision for credit losses associated with the current year acquisitions.

The Company's net interest margin for 2024 was 2.77 percent, a 4 basis points increase from the net interest margin of 2.73 percent from 2023, which was primarily driven by the increase in earning asset yields which outpaced the increase in funding cost. The earning asset yield of 4.44 percent for the current year increased 45 basis points over the prior year and the total cost of funding yield of 1.79 percent for the current year increased 44 basis points over the prior year.

The Company ended the year at $27.903 billion in assets, which was a $160 million, or 1 percent, increase over the prior year end and was primarily driven by the increase in the loan portfolio which more than offset the decrease in debt securities and interest bearing cash. Loan growth was $1.064 billion, or 7 percent, during 2024 which was driven by both acquisitions and internal loan growth. Total deposits of $20.547 billion increased $618 million, or 3 percent, from the prior year end and was primarily driven by the current year acquisitions. Stockholders’ equity increased $204 million, or $1.19 per share, which was the combined result of earnings retention, $92.4 million of Company common stock issued for an acquisition and the decrease in the unrealized loss on AFS debt securities in 2024. The Company declared quarterly dividends totaling $1.32 per share during 2024 and 2023.

The Company’s credit quality remains strong, ending the current year with $27.8 million in non-performing assets compared to $25.6 million at prior year end. Net charge-offs for 2024 remained low at 0.08 percent of loans compared to 0.06 percent of loans during the prior year. The Company also continues to maintain an adequate allowance for credit losses at 1.19 percent of loans at year end 2024 and year end 2023.

During 2024, the Company acquired Community Financial Group, Inc., the parent company of Wheatland Bank, a leading eastern Washington community bank headquartered in Spokane with total assets of $778 million. In 2024, the Company also acquired six Montana branch locations of the Rocky Mountain Bank division of HTLF Bank with total assets of $403 million. For additional information on the acquisitions, see Note 23 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Looking forward, the Company believes its future performance will depend on many factors including economic conditions in the markets the Company serves, interest rate changes, the level of competition for deposits and loans, loan quality and the ability to increase loans, the impact and successful integration of acquisitions, and managing regulatory requirements and expenses.

27

Financial Highlights

At or for the Years ended
(Dollars in thousands, except per share and market data)December 31, 2024December 31, 2023
Operating results
Net income$190,144222,927
Basic earnings per share$1.682.01
Diluted earnings per share$1.682.01
Dividends declared per share$1.321.32
Market value per share
Closing$50.2241.32
High$60.6750.03
Low$34.3526.77
Selected ratios and other data
Number of common stock shares outstanding113,401,955110,888,942
Average outstanding shares - basic113,170,157110,864,501
Average outstanding shares - diluted113,243,427110,890,447
Return on average assets0.68%0.81%
Return on average equity6.02%7.64%
Efficiency ratio66.71%62.85%
Dividend payout ratio78.57%65.67%
Loan to deposit ratio84.17%81.36%
Number of full time equivalent employees3,4413,294
Number of locations227221
Number of ATMs285275

28

Financial Condition Analysis

Assets

The following table summarizes the Company’s assets as of the dates indicated:

(Dollars in thousands)December 31, 2024December 31, 2023$ Change% Change
Cash and cash equivalents$848,408$1,354,342$(505,934)(37%)
Debt securities, available-for-sale4,245,2054,785,719(540,514)(11%)
Debt securities, held-to-maturity3,294,8473,502,411(207,564)(6%)
Total debt securities7,540,0528,288,130(748,078)(9%)
Loans receivable
Residential real estate1,858,9291,704,544154,3859%
Commercial real estate10,963,71310,303,306660,4076%
Other commercial3,119,5352,901,863217,6728%
Home equity930,994888,01342,9815%
Other consumer388,678400,356(11,678)(3%)
Loans receivable17,261,84916,198,0821,063,7677%
Allowance for credit losses(206,041)(192,757)(13,284)7%
Loans receivable, net17,055,80816,005,3251,050,4837%
Other assets2,458,7192,094,832363,88717%
Total assets$27,902,987$27,742,629$160,3581%

Total cash of $848 million at December 31, 2024 decreased $506 million, or 37 percent, from the prior year end as excess liquidity was used to fund loan growth and pay down certain borrowings. Total debt securities of $7.540 billion at December 31, 2024 decreased $748 million, or 9 percent, from the prior year end. Debt securities represented 27 percent of total assets at December 31, 2024 compared to 30 percent at December 31, 2023.

The loan portfolio of $17.262 billion at December 31, 2024 increased $1.064 billion, or 7 percent, from the prior year end. Excluding the RMB and Wheatland acquisitions, the loan portfolio increased $342 million, or 2 percent, during 2024. Excluding the acquisitions, the loan category with the largest dollar increase during 2024 was commercial real estate which increased $234 million, or 2 percent, from the prior year end.

29

Liabilities

The following table summarizes the Company’s liabilities as of the dates indicated:

(Dollars in thousands)December 31, 2024December 31, 2023$ Change% Change
Deposits
Non-interest bearing deposits$6,136,709$6,022,980$113,7292%
NOW and DDA accounts5,543,5125,321,257222,2554%
Savings accounts2,845,1242,833,88711,237%
Money market deposit accounts2,878,2132,831,62446,5892%
Certificate accounts3,139,8212,915,393224,4288%
Core deposits, total20,543,37919,925,141618,2383%
Wholesale deposits3,6154,026(411)(10%)
Deposits, total20,546,99419,929,167617,8273%
Securities sold under agreements to repurchase1,777,4751,486,850290,62520%
Federal Home Loan Bank advances1,800,0001,800,000n/m
FRB Bank Term Funding2,740,000(2,740,000)(100%)
Other borrowed funds83,34181,6951,6462%
Subordinated debentures133,105132,943162%
Other liabilities338,218351,693(13,475)(4%)
Total liabilities$24,679,133$24,722,348$(43,215)%

________________________

n/m - not measurable

Total deposits of $20.547 billion at December 31, 2024 increased $618 million, or 3 percent, from the prior year end. Excluding the $1.014 billion of deposits from the RMB and Wheatland acquisitions, total deposits decreased $396 million, or 2 percent, from the prior year end and total deposits and repurchase agreements decreased $109 million, or 51 basis points, from the prior year end. Non-interest bearing deposits represented 30 percent of total deposits at December 31, 2024 and December 31, 2023.

Upon maturity in the first quarter of 2024, the Company paid off its $2.740 billion BTFP borrowings with a combination of $2.140 billion in FHLB borrowings and cash. The Company’s liquidity position remains strong with solid core deposit customer relationships, excess cash, debt securities, and access to diversified borrowing sources. At December, 31, 2024, the Company had available liquidity of $14.3 billion including cash, borrowing capacity from the FHLB, unpledged securities, brokered deposits, and other sources.

Stockholders’ Equity

The following table summarizes the stockholders’ equity balances as of the dates indicated:

(Dollars in thousands, except per share data)December 31, 2024December 31, 2023$ Change% Change
Common equity$3,533,150$3,394,394$138,7564%
Accumulated other comprehensive loss(309,296)(374,113)64,817(17%)
Total stockholders’ equity3,223,8543,020,281203,5737%
Goodwill and core deposit intangible, net(1,102,500)(1,017,263)(85,237)8%
Tangible stockholders’ equity$2,121,354$2,003,018$118,3366%
Stockholders’ equity to total assets11.55%10.89%
Tangible stockholders’ equity to total tangible assets7.92%7.49%
Book value per common share$28.43$27.24$1.194%
Tangible book value per common share$18.71$18.06$0.654%

Tangible stockholders’ equity at December 31, 2024 increased $118 million, or 6 percent, compared to the prior year end and was primarily due to $92.4 million of Company common stock issued for the acquisition of Wheatland and a decrease of $67.9 million in unrealized loss on the available-for-sale securities portfolio. The increase was partially offset by the increase in goodwill and core

30

deposits associated with the acquisitions of Wheatland and RMB. Tangible book value per common share of $18.71 at the current year end increased $0.65 per share, or 4 percent, from the prior year end.

Results of Operations

In this section, the Company’s results of operations are discussed for the year ended December 31, 2024 compared to the year ended December 31, 2023. For a discussion of the year ended December 31, 2023 compared to the year ended December 31, 2022, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Income Summary

The following table summarizes income for the time periods indicated:

Years ended$ Change% Change
(Dollars in thousands)December 31, 2024December 31, 2023
Net interest income
Interest income$1,139,850$1,017,655$122,19512%
Interest expense435,218325,973109,24534%
Total net interest income704,632691,68212,9502%
Non-interest income
Service charges and other fees78,89475,1573,7375%
Miscellaneous loan fees and charges18,69416,9351,75910%
Gain on sale of loans16,85512,2024,65338%
Gain on sale of investments301,510(1,480)(98%)
Other income13,97312,2751,69814%
Total non-interest income128,446118,07910,3679%
Total income$833,078$809,761$23,3173%
Net interest margin (tax-equivalent)2.77%2.73%

Net Interest Income

Net interest income of $705 million for 2024 increased $13.0 million, or 2 percent, over 2023 and was primarily driven by increased interest income which outpaced the increase in interest expense. Interest income of $1.140 billion for 2024 increased $122 million, or 12 percent, from the prior year and was primarily attributable to the increases in the loan yields and the average balance of the loan portfolio. The loan yield was 5.61 percent for 2024, an increase of 42 basis points from the prior year loan yield of 5.19 percent.

Interest expense of $435 million for 2024 increased $109 million, or 34 percent, over the prior year and was primarily the result of higher interest rates on deposits and an increase in deposit balances. Core deposit cost (including non-interest bearing deposits) was 1.34 percent for 2024 compared to 0.77 percent for the prior year. The total funding cost (including non-interest bearing deposits) for 2024 was 1.79 percent, which was an increase of 44 basis points over the prior year funding cost of 1.35 percent.

The net interest margin as a percentage of earning assets, on a tax-equivalent basis, during 2024 was 2.77 percent, a 4 basis points increase from the net interest margin of 2.73 percent for the prior year. Excluding the 4 basis points from discount accretion and the 1 basis point from non-accrual interest, the core net interest margin was 2.72 percent in the current year compared to 2.71 percent in the prior year.

Non-interest Income

Non-interest income of $128 million for 2024 increased $10.4 million, or 9 percent, over the prior year. Gain on sale of residential loans of $16.9 million for 2024 increased by $4.7 million, or 38 percent, over the prior year, pimarily due to the increase in volume of loans sold. Other income of $14.0 million for 2024 increased $1.7 million, or 14 percent, over the same period last year and was primarily driven by a $1.2 million gain on the sale of repossessed property during the current year. Included in the 2023 gain on sale of securities was $1.7 million of gain on the sale of all of the Company’s Visa class B shares.

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Non-interest Expense

The following table summarizes non-interest expense for the periods indicated:

Years ended$ Change% Change
(Dollars in thousands)December 31, 2024December 31, 2023
Compensation and employee benefits$336,906$309,048$27,8589%
Occupancy and equipment47,05543,5783,4778%
Advertising and promotions16,13215,4307025%
Data processing36,88733,7523,1359%
Other real estate owned and foreclosed assets2171199882%
Regulatory assessments and insurance24,19428,712(4,518)(16%)
Core deposit intangibles amortization12,7579,7313,02631%
Other expenses104,32086,98817,33220%
Total non-interest expense$578,468$527,358$51,11010%

Total non-interest expense of $578 million for 2024 increased $51.1 million, or 10 percent, over the prior year. Compensation and employee benefits expense of $337 million in 2024 increased $27.9 million, or 9 percent, over the prior year and was primarily driven by annual salary increases, increases in performance-related compensation and the acquisitions of Wheatland and RMB. Regulatory assessments and insurance expense of $24.2 million for 2024 decreased $4.5 million, or 16 percent, over the prior year which was principally due to the prior year $6.0 million expense related to the FDIC special assessment which had subsequent $1.0 million accrual adjustment increases in 2024. Other expenses of $104 million for 2024 increased $17.3 million, or 20 percent, from the prior year and was primarily driven by an increase of $8.6 million of acquisition-related expenses and increased costs from the acquisitions of Wheatland and RMB. The increase was partially offset by gains of $5.1 million from the sale of former branch facilities and disposal of fixed assets.

Provision for Credit Losses

The following table summarizes the provision for credit losses on the loan portfolio, net charge-offs and select ratios relating to the provision for credit losses on loans for the previous eight quarters:

(Dollars in thousands)Provision for Credit Losses on LoansNet Charge-Offs (Recoveries)ACL as a Percent of LoansAccruing Loans 30-89 Days Past Due as a Percent of LoansNon-Performing Assets to Total Sub-sidiary Assets
Fourth quarter 2024$6,041$5,1701.19%0.19%0.10%
Third quarter 20246,9812,7661.19%0.33%0.10%
Second quarter 20245,0662,8901.19%0.29%0.06%
First quarter 20249,0913,0721.19%0.37%0.09%
Fourth quarter 20234,1813,6951.19%0.31%0.09%
Third quarter 20235,0952,2091.19%0.09%0.15%
Second quarter 20235,2542,4731.19%0.16%0.12%
First quarter 20236,2601,9391.20%0.16%0.12%

The provision for credit loss expense was $28.3 million for 2024, an increase of $13.5 million, or 91 percent, over the prior year and was primarily attributable to $9.7 million from the acquisitions of Wheatland and RMB. Net charge-offs for 2024 were $13.9 million compared to $10.3 million in the prior year.

Efficiency Ratio

The efficiency ratio was 66.71 percent for 2024 compared to 62.85 percent for 2023. The increase from the prior year was primarily attributable to increased non-interest expense, including costs associated with the acquisitions of Wheatland and RMB, which outpaced the increase in net interest income.

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ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS

Investment Activity

The Company’s investment securities primarily consist of debt securities classified as either available-for-sale or held-to-maturity. Non-marketable equity securities primarily consist of capital stock issued by the FHLB of Des Moines.

Debt Securities

Debt securities classified as available-for-sale are carried at estimated fair value and debt securities classified as held-to-maturity are carried at amortized cost. Unrealized gains or losses, net of tax, on available-for-sale debt securities are reflected as an adjustment to other comprehensive income. The Company’s debt securities are summarized below:

December 31, 2024December 31, 2023
(Dollars in thousands)Carrying AmountPercentCarrying AmountPercent
Available-for-sale
U.S. government and federal agency$468,4336%$455,3475%
U.S. government sponsored enterprises310,1544%299,2194%
State and local governments68,6801%98,9321%
Corporate bonds14,5031%26,2531%
Residential mortgage-backed securities2,355,51631%2,811,26334%
Commercial mortgage-backed securities1,027,91914%1,094,70513%
Total available-for-sale4,245,20557%4,785,71958%
Held-to-maturity
U.S. government and federal agency859,43211%853,27310%
State and local governments1,619,85021%1,650,00020%
Residential mortgage-backed securities815,56511%999,13812%
Total held-to-maturity3,294,84743%3,502,41142%
Total debt securities$7,540,052100%$8,288,130100%

The Company’s debt securities were primarily comprised of U.S. government and federal agency and mortgage-backed securities. State and local government securities are largely exempt from federal income tax and the Company’s federal statutory income tax rate of 21 percent is used in calculating the tax-equivalent yields on the tax-exempt securities. Mortgage-backed securities largely consists of short, weighted-average life U.S. agency guaranteed residential and commercial mortgage pass-through securities and to a lesser extent, short, weighted-average life U.S. agency guaranteed residential collateralized mortgage obligations. Combined, the mortgage-backed securities provide the Company with ongoing liquidity as scheduled and pre-paid principal is received on the securities.

State and local government securities carry different risks that are not as prevalent in other security types. The Company evaluates the investment grade quality of its securities in accordance with regulatory guidance. Investment grade securities are those where the issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment. An issuer has an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely payment of principal and interest are expected. In assessing credit risk, the Company may use credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO”) entities such as S&P and Moody’s as support for the evaluation; however, they are not solely relied upon. There have been no significant differences in the Company’s internal evaluation of the creditworthiness of any issuer when compared with the ratings assigned by the NRSROs.

The following table stratifies the state and local government securities by the associated NRSRO ratings. The highest issued rating was used to categorize the securities in the table for those securities where the NRSRO ratings were not at the same level.

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December 31, 2024December 31, 2023
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
S&P: AAA / Moody’s: Aaa$429,267379,793446,206402,932
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa31,207,3091,046,0831,244,3441,107,064
S&P: A+, A, A- / Moody’s: A1, A2, A348,14347,34555,51155,101
Not rated by either entity6,8686,6175,8425,486
Total$1,691,5871,479,8381,751,9031,570,583

State and local government securities largely consist of both taxable and tax-exempt general obligation and revenue bonds. The following table stratifies the state and local government securities by the associated security type.

December 31, 2024December 31, 2023
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
General obligation - unlimited$348,129322,414383,400361,728
General obligation - limited172,537151,445183,078165,993
Revenue1,135,421974,0761,146,3411,006,088
Certificate of participation35,44331,84636,39634,144
Other57572,6882,630
Total$1,691,5871,479,8381,751,9031,570,583

The following table outlines the five states in which the Company owns the highest concentrations of state and local government securities.

December 31, 2024December 31, 2023
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
New York$370,189329,252372,926334,583
Texas118,219104,938125,906114,753
California111,324101,021113,983104,960
Washington92,19882,87298,23990,413
Colorado79,98769,52782,57579,012
All other states919,670792,228958,274846,862
Total$1,691,5871,479,8381,751,9031,570,583

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The following table presents the carrying amount and weighted-average yield of available-for-sale and held-to-maturity debt securities by contractual maturity at December 31, 2024. Weighted-average yields are based upon the amortized cost of securities and are calculated using the interest method which takes into consideration premium amortization, discount accretion and mortgage-backed securities’ prepayment provisions. Weighted-average yields on tax-exempt debt securities exclude the related federal income tax benefit.

One Year or LessAfter One through Five YearsAfter Five through Ten YearsAfter Ten YearsMortgage-Backed Securities 1Total
(Dollars in thousands)AmountYieldAmountYieldAmountYieldAmountYieldAmountYieldAmountYield
Available-for-sale
U.S. government and federal agency$290,5381.02%$168,7351.13%$1,9935.07%$7,1674.06%$%$468,4331.13%
U.S. government sponsored enterprises18,8440.54%291,3101.30%%%%310,1541.26%
State and local governments3,9291.51%28,8701.72%14,4142.50%21,4672.64%%68,6802.17%
Corporate bonds%9,9253.66%3,7824.00%7960.46%%14,5033.58%
Residential mortgage-backed securities%%%%2,355,5161.06%2,355,5161.06%
Commercial mortgage-backed securities%%%%1,027,9193.58%1,027,9193.58%
Total available-for-sale313,3111.00%498,8401.31%20,1893.01%29,4302.93%3,383,4351.80%4,245,2051.70%
Held-to-maturity
U.S. government and federal agency%859,4321.16%%%%859,4321.16%
State and local governments9,5842.75%82,0693.18%209,2883.29%1,318,9093.02%%1,619,8503.07%
Residential mortgage-backed securities%%%%815,5650.91%815,5650.91%
Total held-to-maturity9,5842.75%941,5011.34%209,2883.29%1,318,9093.02%815,5650.91%3,294,8472.04%
Total debt securities$322,8951.05%$1,440,3411.33%$229,4773.26%$1,348,3393.02%$4,199,0001.64%$7,540,0521.84%

______________________________

1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds.

Based on an analysis of its available-for-sale debt securities with unrealized losses as of December 31, 2024, the Company determined their decline in value was unrelated to credit loss and was primarily the result of interest rate changes and market spreads subsequent to acquisition. The fair value of the debt securities is expected to recover as payments are received and the debt securities approach maturity. In addition, the Company determined an insignificant amount of credit losses is expected on the held-to-maturity debt securities portfolio; therefore, no ACL has been recognized at December 31, 2024.

For additional information on debt securities, see Notes 1 and 2 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Equity securities

Non-marketable equity securities primarily consist of capital stock issued by the FHLB of Des Moines and are carried at cost less impairment. The Company also has an insignificant amount of equity securities that are included in other assets on the Company’s statements of financial condition.

Non-marketable equity securities and equity securities without readily determinable fair values are evaluated for impairment whenever events or circumstances suggest the carrying value may not be recoverable. Based on the Company’s evaluation of its investments in non-marketable equity securities and equity securities without readily determinable fair values as of December 31, 2024, the Company determined that none of such securities were impaired.

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Lending Activity

The Company focuses its lending activities primarily on the following types of loans: 1) first-mortgage, conventional loans secured by residential properties, particularly single-family; 2) commercial lending, including agriculture and public entities; and 3) installment lending for consumer purposes (e.g., home equity, automobile, etc.). Supplemental information regarding the Company’s loan portfolio and credit quality based on regulatory classification is provided in the section captioned “Loans by Regulatory Classification” included in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The regulatory classification of loans is based primarily on the type of collateral for the loans. Loan information included in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the Company’s loan segments, which are based on the purpose of the loan, unless otherwise noted as a regulatory classification. The following table summarizes the Company’s loan portfolio as of the dates indicated:

December 31, 2024December 31, 2023
(Dollars in thousands)AmountPercentAmountPercent
Residential real estate$1,858,92911%$1,704,54411%
Commercial real estate10,963,71364%10,303,30664%
Other commercial3,119,53518%2,901,86318%
Home equity930,9946%888,0136%
Other consumer388,6782%400,3562%
Loans receivable17,261,849101%16,198,082101%
Allowance for credit losses(206,041)(1%)(192,757)(1%)
Loans receivable, net$17,055,808100%$16,005,325100%

The largest category of the Company’s loan portfolio is Commercial Real Estate (“CRE”). An additional breakdown of the Company’s CRE portfolio based on the use of the property follows:

December 31, 2024
(Dollars in thousands)Owner OccupiedNon-Owner OccupiedTotalPercent of total CRE
Office$705,293$783,739$1,489,03213.6%
Multi-family1,210,5621,210,56211.0%
Industrial and warehouse769,966426,1881,196,15410.9%
Retail383,379786,8331,170,21210.7%
Medical and nursing259,829316,105575,9345.3%
Mini and RV Storage10,368565,094575,4625.2%
Agriculture real estate567,293567,2935.2%
Hotel561,344561,3445.1%
Land76,679404,296480,9754.4%
Restaurant and entertainment234,40189,175323,5763.0%
Automotive and transportation255,47352,740308,2132.8%
Other commercial real estate2,058,995445,9612,504,95622.8%
Total commercial real estate$5,321,676$5,642,037$10,963,713100%

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The following table summarizes the Company’s CRE portfolio by geographic location as of the dates indicated:

(Dollars in thousands)December 31, 2024
AmountPercent of total CRE
Montana$2,978,83027.2%
Utah1,927,83817.6%
Idaho1,560,56414.2%
Arizona1,289,60311.8%
Colorado1,122,84410.2%
Wyoming784,7607.2%
Nevada711,5086.5%
Washington587,7665.4%
Total commercial real estate$10,963,713100%

The CRE portfolio is comprised of loans made to purchase, construct and finance commercial real estate properties. On average, the balances are small and geographically disbursed across our eight-state footprint. Specifically, our CRE portfolio has an average loan balance of $778 thousand with an average loan-to-value ratio (“LTV”) of 59% as of December 31, 2024.

Due to the recent trends in the banking industry, there has been increased risk associated with commercial real estate loans, including with respect to the higher vulnerability of these credits to pressure as interest rates remain elevated and market conditions in many large metropolitan areas continue to show signs of stress. The Company has limited exposure to the office building sector in central business districts as the office portfolio is generally diversified in suburban and rural markets with strong occupancy levels. The Company maintains a practice of regular and ongoing loan reviews, stress tests, and sensitivity analyses to assess the level of risk in the loan portfolio. Loan reviews include monitoring past due rates, non-performing trends, concentrations, LTV’s, among other qualitative factors. Loan policies are robust and are updated as needed to meet the strategic and risk mitigation goals of the company.

The stated maturities or first repricing term (if applicable) for the loan portfolio at December 31, 2024 was as follows:

(Dollars in thousands)Residential Real EstateCommercialConsumer and OtherTotal
Variable rate maturing or repricing
In one year or less$204,7803,147,730611,2943,963,804
After one through five years743,2824,914,422320,9465,978,650
After five through fifteen years342,931244,87952587,862
Thereafter
Fixed rate maturing
In one year or less150,2901,454,624123,4981,728,412
After one through five years156,9222,936,913209,1443,302,979
After five through fifteen years257,1611,244,3836,4521,507,996
Thereafter3,563140,29748,286192,146
Total$1,858,92914,083,2481,319,67217,261,849

Residential Real Estate Lending

The Company’s residential lending activities consist of the origination of both construction and permanent loans on residential real estate. The Company actively solicits residential real estate loan applications from real estate brokers, contractors, existing customers, customer referrals, and online applications. The Company’s lending policies generally limit the maximum loan-to-value ratio on residential mortgage loans to 80 percent of the lesser of the appraised value or purchase price. Policies allow for higher loan-to-values with appropriate risk mitigation such as documented compensating factors, credit enhancement, and other factors. For loans held for sale, the Company complies with each investor’s loan-to-value guidelines. The Company also provides interim construction financing for single-family dwellings. These loans are supported by a term take-out commitment that may be subject to certain contingencies.

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Consumer Land or Lot Loans

The Company originates land and lot acquisition loans to borrowers who intend to construct their primary residence on the respective land or lot. These loans are generally for a term of three to five years and are secured by the developed land or lot with the loan-to-value limited to the lesser of 75 percent of the appraised value or 75 percent of the cost.

Unimproved Land and Land Development Loans

Although the Company has originated very few unimproved land and land development loans since the economic downturn in 2008, the Company may originate such loans on properties intended for residential and commercial use where real estate market conditions show significant strength. These loans are typically made for a term of 18 months to two years and are secured by the developed property with a loan-to-value not to exceed the lesser of 75 percent of cost or 65 percent of the appraised discounted estimated bulk sale value upon completion of the improvements. The projects under development are inspected on a regular basis and advances are made on a percentage-of-completion basis. The loans are made to borrowers with real estate development experience and appropriate financial strength. Generally, the Company requires that a certain percentage of the development be pre-sold or that construction and term take-out commitments are in place prior to funding the loan. Loans made on unimproved land are generally made for a term of five to ten years with a loan-to-value not to exceed the lesser of 50 percent of appraised value or 50 percent of cost.

Residential Builder Guidance Lines

The Company provides Builder Guidance Lines that are comprised of pre-sold and spec-home construction and lot acquisition loans. The spec-home construction and lot acquisition loans are limited to a specific number and maximum amount. Generally, the individual loans will not exceed a one year maturity. The homes under construction are inspected on a regular basis and advances made on a percentage-of-completion basis.

Construction Loans

During the construction loan term, all construction loan collateral properties are inspected at least monthly, or more frequently as needed, until completion. Draws on construction loans are predicated upon the results of the inspection and advanced on a percentage-of-completion basis versus original budget percentages. When construction loans become non-performing and the associated project is not complete, the Company on a case-by-case basis makes the decision to advance additional funds or to initiate collection/foreclosure proceedings. Such decision includes obtaining “as-is” and “at completion” appraisals for consideration of potential increases or decreases in the collateral’s value. The Company also considers the increased costs of monitoring progress to completion, and the related collection/holding period costs should collateral ownership be transferred to the Company.

Commercial Real Estate Loans

Loans are made to purchase, construct and finance commercial real estate properties. These loans are generally made to borrowers who will own and occupy the property, but may include loans to finance investment or income properties. Commercial real estate loans generally have a loan-to-value up to the lesser of 75 percent of the appraised value or 75 percent of the cost and require a minimum 1.2 times debt service coverage margin.

Agricultural Lending

Agricultural lending is conducted on a conservative basis and consists of operating credits, term real estate loans for the acquisition or refinance of agricultural real estate or equipment, and term livestock loans for the acquisition or refinance of livestock. Loan-to-value on equipment, livestock and agricultural real estate is generally limited to 75 percent.

Home Equity Loans

Home equity lines of credit are generally originated with maturity terms of 15 years. At origination, borrowers can choose a variable interest rate that changes quarterly, or after the first 3 or 5 years from the origination date. The draw period for home equity lines of credit usually exists from origination to maturity. During the draw period, the Company has home equity lines of credit where the borrowers pay interest only and home equity lines of credit where borrowers pay principal and interest.

Consumer Lending

The majority of consumer loans are secured by real estate, automobiles, or other assets. The Company intends to continue making such loans because of their short-term nature, generally between three months and five years. Moreover, interest rates on consumer loans are generally higher than on residential mortgage loans.

States and Political Subdivisions Lending

The Company lends directly to state and local political subdivisions. The loans are typically secured by the full faith and credit of the municipality or a specific revenue stream such as water or sewer fees.  In general, state and local political subdivision loans carry a low risk of default and offer other complementary business opportunities such as deposits and cash management. The loans are generally long-term in nature and interest on many of these loans is tax-exempt for federal income tax purposes.

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Credit Risk Management

The Company is committed to a conservative management of the credit risk within the loan portfolio, including the early recognition of problem loans. The Company’s credit risk management includes stringent credit policies, individual loan approval limits, limits on concentrations of credit, and committee approval of larger loan requests. Management practices also include regular internal and external credit examinations, identification and review of individual loans and leases experiencing deterioration of credit quality, procedures for the collection of non-performing assets, quarterly monitoring of the loan portfolio, semi-annual review of loans by industry, and periodic stress testing of the loans secured by real estate. Federal and state regulatory safety and soundness examinations are conducted annually.

The Company’s loan policy and credit administration practices establish standards and limits for all extensions of credit that are secured by interests in or liens on real estate, or made for the purpose of financing the construction of real property or other improvements. Ongoing monitoring and review of the loan portfolio is based on current information, including: the borrowers’ and guarantors’ creditworthiness, value of the real estate and other collateral, the project’s performance against projections, and monthly inspections by Company employees or external parties until the real estate project is complete.

Monitoring of the junior lien and home equity lines of credit portfolios includes evaluating payment delinquency, collateral values, bankruptcy notices and foreclosure filings. Additionally, the Company places junior lien mortgages and junior lien home equity lines of credit on non-accrual status when there is evidence that the associated senior lien is 90 days past due or is in the process of foreclosure, regardless of the junior lien delinquency status.

Loan Approval Limits

Individual loan approval limits have been established for each lender based on the loan types and experience of the individual. There are four additional loan approval levels: 1) the Bank divisions’ Officer Loan Committees, consisting of senior lenders and members of senior management; 2) the Bank divisions’ advisory boards; 3) the Bank’s Executive Loan Committee, consisting of the Bank divisions’ senior loan officers and the Company’s Chief Credit Administrator; and 4) the Bank’s Board of Directors. Under banking laws, loans-to-one-borrower and related entities are limited to a prescribed percentage of the unimpaired capital and surplus of the Bank.

Interest Reserves

Interest reserves are used to periodically advance loan funds to pay interest charges on the outstanding balance of the related loan. As with any extension of credit, the decision to establish a loan-funded interest reserve upon origination of construction loans, including residential construction and land, lot and other construction loans, is based on prudent underwriting, including the feasibility of the project, expected cash flow, creditworthiness of the borrower and guarantors, and the protection provided by the real estate and other underlying collateral. Interest reserves provide an effective means for addressing the cash flow characteristics of construction loans. In response to the downturn in the housing market and potential impact upon construction lending, the Company discourages the creation or continued use of interest reserves.

Interest reserves are advanced provided the related construction loan is performing as expected. Loans with interest reserves may be extended, renewed or restructured only when the related loan continues to perform as expected and meets the prudent underwriting standards identified above. Such renewals, extension or restructuring are not permitted in order to keep the related loan current.

In monitoring the performance and credit quality of a construction loan, the Company assesses the adequacy of any remaining interest reserve, and whether the use of an interest reserve remains appropriate in the presence of emerging weakness and associated risks in the construction loan.

The ongoing accrual and recognition of uncollected interest as income continues only when facts and circumstances continue to reasonably support the contractual payment of principal or interest. Loans are typically designated as non-accrual when the collection of the contractual principal or interest is unlikely and has remained unpaid for ninety days or more. For such loans, the accrual of interest and its capitalization into the loan balance will be discontinued.

The Company had $388 million and $479 million of loans with remaining interest reserves of $31.3 million and $20.7 million as of December 31, 2024 and 2023, respectively. During 2024 and 2023, the Company extended, renewed or modified 4 loans and 7 loans, respectively, with interest reserves. Such loans had an aggregate outstanding principal balance of $1.5 million and $56.0 million as of December 31, 2024 and 2023, respectively. As of December 31, 2024, the Company had no construction loans with interest reserves that are currently non-performing or that are designated potential problem loans.

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Loan Purchases, Sales, and Servicing

Fixed rate, long-term mortgage loans are generally sold in the secondary market. The Company is active in the secondary market, primarily through the origination of conventional, Rural Development, Federal Housing Administration and Department of Veterans Affairs residential mortgages. The sale of loans in the secondary mortgage market reduces the Company’s risk of holding long-term, fixed rate loans during periods of rising interest rates. In connection with conventional loan sales, the Company typically sells the majority of mortgage loans originated with servicing released. In certain circumstances, the Company strategically retains servicing and in the current year has been more active in retaining the servicing. For the loans that are sold with servicing retained, the Company records a servicing right asset that is subsequently amortized over the life of the loan. The servicing assets are also evaluated for impairment based on the fair value of the servicing asset compared to the carrying value.

The Company has also been active in generating commercial SBA loans, and other commercial loans, with a portion of those loans sold to investors. The Company has not originated any type of subprime mortgages, either for the loan portfolio or for sale to investors. In addition, the Company has not purchased debt securities collateralized with subprime mortgages. The Company does not actively purchase loans from other financial institutions, and substantially all of the Company’s loans receivable are with customers in the Company’s geographic market areas.

Loan Origination and Other Fees

In addition to interest earned on loans, the Company receives fees for originating loans. Loan fees generally are a percentage of the principal amount of the loan and are charged to the borrower, and are normally deducted from the proceeds of the loan. Loan origination fees are generally 1.0 to 1.5 percent on residential mortgages and 0.5 to 1.5 percent on commercial loans. Consumer loans generally require a fixed fee amount. The Company also receives other fees and charges relating to existing loans, which include charges and fees collected in connection with loan modifications.

Appraisal and Evaluation Process

The Company’s loan policy and credit administration practices have adopted and implemented the applicable legal and regulatory requirements, which establishes criteria for obtaining appraisals or evaluations (new or updated), including transactions that are otherwise exempt from the appraisal requirements.

Each of the Bank divisions monitor conditions, including supply and demand factors, in the real estate markets served so they can react quickly to changing market conditions to mitigate potential losses from specific credit exposures within the loan portfolio. Evidence of the following real estate market conditions and trends is obtained from lending personnel and third party sources:

•demographic indicators, including employment and population trends;

•foreclosures, vacancy, construction and absorption rates;

•property sales prices, rental rates, and lease terms;

•current tax assessments;

•economic indicators, including trends within the lending areas; and

•valuation trends, including discount and capitalization rates.

Third party information sources include federal, state, and local governments and agencies thereof, private sector economic data vendors, real estate brokers, licensed agents, sales, rental and foreclosure data tracking services.

The time between ordering an appraisal or evaluation and receipt from third party vendors is typically two to six weeks for residential property depending on geographic market and four to eight weeks for non-residential property. For real estate properties that are of highly specialized or limited use, significantly complex or large, additional time beyond the typical times may be required for new appraisals or evaluations (new or updated).

As part of the Company’s credit administration and portfolio monitoring practices, the Company’s regular internal and external credit examinations review a significant number of individual loan files. Appraisals and evaluations (new or updated) are reviewed to determine whether the timeliness, methods, assumptions, and findings are reasonable and in compliance with the Company’s loan policy and credit administration practices. Such reviews include the adequacy of the steps taken by the Company to ensure that the individuals who perform appraisals and evaluations (new or updated) are appropriately qualified and are not subject to conflicts of interest. If there are any deficiencies noted in the reviews, they are reported to Bank management and prompt corrective action is taken.

40

Non-performing Assets

The following table summarizes information regarding non-performing assets at the dates indicated:

At or for the Years ended
(Dollars in thousands)December 31, 2024December 31, 2023December 31, 2022
Other real estate owned and foreclosed assets$1,1641,50332
Accruing loans 90 days or more past due6,1773,3121,559
Non-accrual loans20,44520,81631,151
Total non-performing assets$27,78625,63132,742
Non-performing assets as a percentage of subsidiary assets0.10%0.09%0.12%
ACL as a percentage of non-performing loans774%799%557%
Accruing loans 30-89 days past due$32,22849,96720,967
U.S. government guarantees included in non-performing assets$7481,5032,312
Interest income 1$1,1421,0851,450

______________________________

1Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each period had such loans performed pursuant to contractual terms.

Non-performing assets as a percentage of subsidiary assets at December 31, 2024 was 0.10 percent compared to 0.09 percent at the prior year end. Non-performing assets of $27.8 million at December 31, 2024 increased $2.2 million, or 8 percent, over the prior year end. Early stage delinquencies (accruing loans 30-89 days past due) as a percentage of loans at December 31, 2024 were 0.19 percent compared to 0.31 percent for the prior year end. Early stage delinquencies of $32.2 million at December 31, 2024 decreased $17.7 million from the prior year end.

Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to management, including updated appraisals or evaluations (new or updated), the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or losses to the Company. Through pro-active credit administration, the Company works closely with its borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net charge-offs or losses to the Company. With very limited exceptions, the Company does not disburse additional funds on non-performing loans. Instead, the Company proceeds to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans.

For additional information on accounting policies relating to non-performing assets, see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

41

Modified Loans

If a loan is modified in response to a borrower’s financial difficulties such modification is known as a modification to a borrower experiencing financial difficulty (“MBFD”), and if the underlying loan is characterized as a loan. Each modified loan is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service their obligations as modified. The Company discourages the use of multiple loans when modifying loans regardless of whether or not the loans are designated an MBFD. The Company had MBFD loans of $55.0 million and $60.6 million at December 31, 2024 and 2023, respectively. For additional information on MBFDs, see Note 3 to the Consolidated Financial Statement in “Item 8. Financial Statements and Supplementary Data.”

Other Real Estate Owned and Foreclosed Assets

The book value of loans prior to the acquisition of collateral and transfer of the loans into other real estate owned (“OREO”) and other foreclosed assets during 2024 was $1.2 million. The fair value of the loan collateral acquired in foreclosure during 2024 was $0.9 million. The following table sets forth the changes in OREO for the periods indicated:

Years ended
(Dollars in thousands)December 31, 2024December 31, 2023
Balance at beginning of period$1,50332
Additions8791,563
Write-downs(16)(8)
Sales(1,203)(84)
Balance at end of period$1,1641,503

Allowance for Credit Losses - Loans Receivable

The following table summarizes the allocation of the ACL as of the dates indicated:

December 31, 2024December 31, 2023
(Dollars in thousands)ACLPercent of Loans in CategoryACLPercent of Loans in Category
Residential real estate$25,18111%$22,32511%
Commercial real estate138,54564%130,92464%
Other commercial24,40018%21,19418%
Home equity11,4025%11,7665%
Other consumer6,5132%6,5482%
Total$206,041100%$192,757100%

42

The following table summarizes the ACL experience for the periods indicated:

At or for the Years ended
(Dollars in thousands)December 31, 2024December 31, 2023December 31, 2022
Balance at beginning of period$192,757$182,283$172,665
Acquisitions3
Provision for credit losses27,17920,79017,433
Net (charge-offs) recoveries
Residential real estate(6)(3)63
Commercial real estate(2,828)(1,640)684
Other commercial(3,956)(2,256)(2,545)
Home equity538250
Other consumer(7,113)(6,455)(6,267)
Net Charge-offs(13,898)(10,316)(7,815)
Balance at end of period$206,041$192,757$182,283
ACL as a percentage of total loans1.19%1.19%1.20%
Non-accrual loans as a percentage of total loans0.12%0.13%0.13%
ACL as a percentage of non-accrual loans1,007.78%926.01%585.16%

The following table summarizes net (charge-offs) recoveries as a percentage of average loans for the periods indicated:

December 31, 2024December 31, 2023December 31, 2022
Residential real estate%%%
Commercial real estate(0.03)%(0.02)%(0.02)%
Other commercial(0.13)%(0.08)%(0.08)%
Home equity%%%
Other consumer(1.79)%(1.64)%(1.64)%
Total net charge-offs(0.08)%(0.07)%(0.07)%

The ACL as a percentage of total loans outstanding at December 31 2024 was 1.19 percent which was unchanged from the prior year end. The Company’s ACL of $206 million is considered by management to be adequate to absorb the estimated credit losses from any segment of its loan portfolio based upon management’s best estimate of current expected credit losses within the existing portfolio of loans. Should any of the factors considered by management in making this estimate change, the Company’s estimate of current expected credit losses could also change, which could affect the level of future provision for credit losses related to loans. For the periods ended December 31, 2024 and 2023, the Company believes the ACL is commensurate with the risk in the Company’s loan portfolio and is directionally consistent with the change in the quality of the Company’s loan portfolio. During 2024 and 2023, provision for credit losses exceeded the charge-offs, net of recoveries, by $13.3 million and $13.0 million, respectively.

At the end of each quarter, the Company analyzes its loan portfolio and maintains an ACL at a level that is appropriate and determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Determining the adequacy of the ACL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ACL methodology is designed to reasonably estimate the probable credit losses within the Company’s loan portfolio. Accordingly, the ACL is maintained within a range of estimated losses. The determination of the ACL on loans, including credit loss expense and net charge-offs, is a critical accounting estimate that involves management’s judgments about the loan portfolio that impact credit losses, including the credit risk inherent in the loan portfolio, economic forecasts nationally and in the local markets in which the Company operates, trends and changes in collateral values, delinquencies, non-performing assets, net charge-offs, credit-related policies and personnel, and other factors.

43

In determining the allowance, the loan portfolio is separated into pools of loans that share similar risk characteristics which are the Company’s loan segments. The Company then derives estimated loss assumptions from its model by loan segment. The loss assumptions are then applied to each segment of loan to estimate the ACL on the pooled loans. For any loans that do not share similar risk characteristics, the estimated credit losses are determined on an individual loan basis and such loans primarily consist of non-accrual loans. An estimated credit loss is recorded on individually reviewed loans when the fair value of a collateral-dependent loan or the present value of the loan’s expected future cash flows (discounted at the loans original effective interest rate) is less than the amortized cost of the loan.

The Company provides commercial banking services to individuals, small to medium-sized businesses, community organizations and public entities from 227 locations, including 194 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada. The states in which the Company operates have diverse economies and markets that are tied to commodities (crops, livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing and service-related. Thus, the changes in the global, national, and local economies are not uniform across the Company’s geographic locations. The geographic dispersion of these market areas helps to mitigate the risk of credit loss. The Company’s model of seventeen Bank divisions with separate management teams is also a significant benefit in mitigating and managing the Company’s credit risk. This model provides substantial local oversight to the lending and credit management function and requires multiple reviews of larger loans before credit is extended.

The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This continuous process of identifying non-performing loans is necessary to support management’s evaluation of the ACL adequacy. An independent loan review function verifying credit risk ratings evaluates the loan officer and management’s evaluation of the loan portfolio credit quality. The ACL evaluation is well documented and approved by the Company’s Board. In addition, the policy and procedures for determining the balance of the ACL are reviewed annually by the Company’s Board, the internal audit department, independent credit reviewers and state and federal bank regulatory agencies.

Although the Company continues to actively monitor economic trends and regulatory developments, no assurance can be given that the Company will not, in any particular period, sustain losses that are significant relative to the ACL amount, or that subsequent evaluations of the loan portfolio applying management’s judgment about then current factors will not require significant changes in the ACL. Under such circumstances, additional credit loss expense could result.

For additional information regarding the ACL, its relation to credit loss expense and risk related to asset quality, see Note 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

44

Loans by Regulatory Classification

Supplemental information regarding identification of the Company’s loan portfolio and credit quality based on regulatory classification is provided in the following tables. The regulatory classification of loans is based primarily on the type of collateral for the loans. There may be differences when compared to loan tables and loan amounts appearing elsewhere which reflect the Company’s internal loan segments which are based on the purpose of the loan.

The following table summarizes the Company’s loan portfolio by regulatory classification:

(Dollars in thousands)December 31, 2024December 31, 2023$ Change% Change
Custom and owner occupied construction$242,844$290,572$(47,728)(16%)
Pre-sold and spec construction191,926236,596(44,670)(19%)
Total residential construction434,770527,168(92,398)(18%)
Land development197,369232,966(35,597)(15%)
Consumer land or lots187,024187,545(521)%
Unimproved land113,53287,73925,79329%
Developed lots for operative builders61,66156,1425,51910%
Commercial lots99,24387,18512,05814%
Other construction693,461900,547(207,086)(23%)
Total land, lot, and other construction1,352,2901,552,124(199,834)(13%)
Owner occupied3,197,1383,035,768161,3705%
Non-owner occupied4,053,9963,742,916311,0808%
Total commercial real estate7,251,1346,778,684472,4507%
Commercial and industrial1,395,9971,363,47932,5182%
Agriculture1,024,520772,458252,06233%
1st lien2,481,9182,127,989353,92917%
Junior lien76,30347,23029,07362%
Total 1-4 family2,558,2212,175,219383,00218%
Multifamily residential895,242796,53898,70412%
Home equity lines of credit1,005,783979,89125,8923%
Other consumer209,457229,154(19,697)(9%)
Total consumer1,215,2401,209,0456,1951%
States and political subdivisions983,601834,947148,65418%
Other183,894204,111(20,217)(10%)
Total loans receivable, including loans held for sale17,294,90916,213,7731,081,1367%
Less loans held for sale 1(33,060)(15,691)(17,369)111%
Total loans receivable$17,261,849$16,198,082$1,063,7677%

______________________________

1 Loans held for sale are primarily 1st lien 1-4 family loans.

45

The following table summarizes the Company’s non-performing assets by regulatory classification:

Non-performing Assets, by Loan TypeNon- Accrual LoansAccruing Loans 90 Days or More Past DueOREO
(Dollars in thousands)December 31, 2024December 31, 2023December 31, 2024December 31, 2024December 31, 2024
Custom and owner occupied construction$198214198
Pre-sold and spec construction2,1327638131,319
Total residential construction2,3309771,0111,319
Land development96635966
Consumer land or lots789678
Developed lots for operative builders531608531
Commercial lots474747
Total land, lot and other construction1,6227861,044578
Owner occupied2,9791,8381,5451,002432
Non-owner occupied2,23511,0161,582653
Total commercial real estate5,21412,8543,1271,0021,085
Commercial and industrial2,0691,9711,4206418
Agriculture2,3352,5582,122213
1st lien9,0532,6647,4571,596
Junior lien31518030312
Total 1-4 family9,3682,8447,7601,608
Multifamily residential389395389
Home equity lines of credit3,4652,0432,826639
Other consumer9551,18774613871
Total consumer4,4203,2303,57277771
Other391639
Total$27,78625,63120,4456,1771,164

46

The following table summarizes the Company’s accruing loans 30-89 days past due by regulatory classification:

Accruing 30-89 Days Delinquent Loans, by Loan Type
(Dollars in thousands)December 31, 2024December 31, 2023$ Change% Change
Custom and owner occupied construction$969$2,549$(1,580)(62%)
Pre-sold and spec construction5641,219(655)(54%)
Total residential construction1,5333,768(2,235)(59%)
Land development1,4501631,287790%
Consumer land or lots402624(222)(36%)
Unimproved land3636n/m
Developed lots for operative builders214214n/m
Commercial lots2,159(2,159)(100%)
Total land, lot and other construction2,1022,946(844)(29%)
Owner occupied2,8672,22264529%
Non-owner occupied5,03714,471(9,434)(65%)
Total commercial real estate7,90416,693(8,789)(53%)
Commercial and industrial6,19412,905(6,711)(52%)
Agriculture74459415025%
1st lien6,3263,7682,55868%
Junior lien214121321,300%
Total 1-4 family6,5403,7692,77174%
Home equity lines of credit3,7314,518(787)(17%)
Other consumer1,7753,264(1,489)(46%)
Total consumer5,5067,782(2,276)(29%)
Other1,7051,51019513%
Total$32,228$49,967$(17,739)(36%)

_________________

n/m - not measurable

47

The following table summarizes the Company’s charge-offs and recoveries by regulatory classification:

Net Charge-Offs (Recoveries), Years ended, By Loan TypeCharge-OffsRecoveries
(Dollars in thousands)December 31, 2024December 31, 2023December 31, 2024December 31, 2024
Pre-sold and spec construction$(4)(15)4
Land development1,095(135)1,12833
Consumer land or lots(22)(19)22
Unimproved land1,3381,338
Commercial lots319319
Other construction889
Total land, lot and other construction2,7307352,78555
Owner occupied(73)(59)73
Non-owner occupied279975
Total commercial real estate(71)740778
Commercial and industrial1,4223642,084662
Agriculture64684
1st lien32667139
Junior lien(65)241075
Total 1-4 family(33)9081114
Multifamily residential(136)
Home equity lines of credit69(6)14071
Other consumer1,0781,0971,494416
Total consumer1,1471,0911,634487
Other8,6437,44711,9673,324
Total$13,89810,31618,6264,728

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Sources of Funds

The Company’s deposits have traditionally been the principal source of funds for use in lending and other business purposes. The Company also obtains funds from repayment of loans and debt securities, securities sold under agreements to repurchase (“repurchase agreements”), wholesale deposits, advances from FHLB, Federal Reserve facilities, and other borrowings. Loan repayments are a relatively stable source of funds, while interest bearing deposit inflows and outflows are significantly influenced by general interest rate levels and market conditions. Borrowings and advances may be used on a short-term basis to compensate for reductions in normal sources of funds such as deposit inflows at less than projected levels. Borrowings also may be used on a long-term basis to support expanded activities, match maturities of longer-term assets or manage interest rate risk.

Deposits

The Company has several deposit programs designed to attract both short-term and long-term deposits from the general public by providing a wide selection of accounts and rates. These programs include non-interest bearing deposit accounts and interest bearing deposit accounts such as NOW, DDA, savings, money market deposits, fixed rate certificates of deposit with maturities ranging from three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. These deposits are obtained primarily from individual and business residents in the Bank’s geographic market areas. Wholesale deposits are obtained through various programs and include brokered deposits classified as NOW, DDA, money market deposits and certificate accounts. The Company’s deposits are summarized below:

December 31, 2024December 31, 2023
(Dollars in thousands)AmountPercentAmountPercent
Non-interest bearing deposits$6,136,70930%$6,022,98030%
NOW and DDA accounts5,543,51227%5,321,25727%
Savings accounts2,845,12414%2,833,88714%
Money market deposit accounts2,878,21314%2,831,62414%
Certificate accounts3,139,82115%2,915,39315%
Wholesale deposits3,615%4,026%
Total interest bearing deposits14,410,28570%13,906,18770%
Total deposits$20,546,994100%$19,929,167100%

Total estimated uninsured deposits were $6.544 billion and $6.081 billion at December 31, 2024 and December 31, 2023, respectively. The following table summarizes the estimated amounts outstanding at December 31, 2024 for uninsured time deposits according to the time remaining to maturity.

(Dollars in thousands)Certificates of Deposit
Within three months$694,754
Three months to six months247,273
Seven months to twelve months123,487
Over twelve months23,649
Total$1,089,163

For additional information on deposits, see Note 8 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Borrowings

The Company borrows money through repurchase agreements. This process involves the selling of one or more of the securities in the Company’s investment portfolio and simultaneously entering into an agreement to repurchase the same securities at an agreed upon later date, typically overnight. A rate of interest is paid for the agreed period of time. The Bank enters into repurchase agreements with local municipalities, and certain customers, and has adopted procedures designed to ensure proper transfer of title and safekeeping of the underlying securities. In addition to retail repurchase agreements, the Company periodically enters into wholesale repurchase agreements as additional funding sources. The Company has not entered into reverse repurchase agreements.

The Bank is a member of the FHLB of Des Moines, which is one of eleven banks that comprise the FHLB system.  The Bank is required to maintain a certain level of activity-based stock in order to borrow or to engage in other transactions with the FHLB of Des Moines. Additionally, the Bank is subject to a membership capital stock requirement that is based upon an annual calculation tied to the total assets of the Bank. The borrowings are collateralized by eligible categories of loans and debt securities (principally, securities which are obligations of, or guaranteed by, the U.S. government and its agencies), provided certain standards related to credit-worthiness have been met. Advances are made pursuant to several different credit programs, each of which has its own interest rates and range of maturities. The Bank’s maximum amount of FHLB advances is limited to the lesser of a fixed percentage of the Bank’s total assets or the discounted value of eligible collateral. FHLB advances fluctuate to meet seasonal and other withdrawals of deposits and to expand lending or investment opportunities of the Company.

During the first quarter of 2023, the Federal Reserve Bank (“FRB”) offered a new Bank Term Funding Program (“BTFP”) for eligible depository institutions. The BTFP offered loans of up to one year in length to institutions pledging collateral eligible for purchase by the FRB in open market operations such as U.S. Treasuries, U.S. Agency securities, and U.S. agency mortgage-backed securities. These assets were valued at par value. During 2023 the Company borrowed $2.740 billion from the BTFP which enabled the Company to pay off higher rate FHLB advances and support its liquidity position at that time. In the first quarter of 2024, the Company paid off all of the BTFP borrowings through a combination of the FHLB borrowings, cash, and additional sources of liquidity.

Additionally, the Company has other sources of secured and unsecured borrowing lines from various sources that may be used from time to time. For additional information concerning the Company’s borrowings, see Note 9 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Short-term borrowings

A critical component of the Company’s liquidity and capital resources is access to short-term borrowings to fund its operations. Short-term borrowings are accompanied by increased risks managed by the Bank’s Asset Liability Committee (“ALCO”) such as rate increases or unfavorable changes in terms which would make it more costly to obtain future short-term borrowings. The Company’s short-term borrowing sources include FHLB advances, federal funds purchased and retail and wholesale repurchase agreements. The Company also has access to the short-term discount window borrowing programs (i.e., primary credit) of the FRB as well as a line of credit with a large national banking institution. FHLB advances and certain other short-term borrowings may be renewed as long-term borrowings to decrease certain risks such as liquidity or interest rate risk; however, the reduction in risks are weighed against the increased cost of funds and other risks.

Subordinated Debentures

In addition to funds obtained in the ordinary course of business, the Company formed or acquired financing subsidiaries for the purpose of issuing or holding trust preferred securities that entitle the investor to receive cumulative cash distributions thereon. Subordinated debentures were issued in conjunction with the trust preferred securities and the terms of the subordinated debentures and trust preferred securities are the same. For regulatory capital purposes, the trust preferred securities are included in Tier 2 capital at December 31, 2024. The subordinated debentures outstanding as of December 31, 2024 were $133 million, including fair value adjustments from acquisitions. For additional information regarding the subordinated debentures, see Note 10 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

50

Liquidity Risk

In the normal course of business, the Company has commitments that require significant cash availability for customer deposits outflows, repurchase agreements, borrowed funds, lease obligations, off-balance sheet obligations, operating expenses and other contractual obligations. The source of funding for such requirements includes loan repayments, customer deposit inflows, borrowings, revenue from operations, and capital resources. Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost.

The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements:

1.assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time;

2.providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity; and

3.balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.

The Company has a wide range of versatility in managing the liquidity and asset/liability mix. The Bank’s ALCO meets regularly to assess liquidity risk, among other matters. The Company monitors liquidity and contingency funding alternatives through management reports of liquid assets (e.g., debt securities), both unencumbered and pledged, as well as borrowing capacity, both secured and unsecured, including off-balance sheet funding sources. During 2024, the amount of unencumbered securities increased primarily as a result of pledging securities to collateralize borrowings from 2023 that were released in 2024. The Company evaluates its potential funding needs across alternative scenarios and maintains contingency funding plans consistent with the Company’s access to diversified sources of contingent funding.

The following table identifies certain liquidity sources and capacity available to the Company as of the dates indicated:

(Dollars in thousands)December 31, 2024December 31, 2023
FHLB advances
Borrowing capacity$4,355,9764,444,588
Amount utilized(1,800,000)
Letters of credit and other pledged collateral(6,165)(2,327)
Amount available$2,549,8114,442,261
FRB discount window
Borrowing capacity$1,860,9321,916,312
Amount utilized
Amount available$1,860,9321,916,312
FRB Bank Term Funding Program
Borrowing capacity$2,853,209
Amount utilized(2,740,000)
Amount available$113,209
Unsecured lines of credit available$525,000565,000
Unencumbered debt securities
U.S. government and federal agency$608,979473,084
U.S. government sponsored enterprises301,990
State and local governments907,832998,923
Corporate bonds14,50326,253
Residential mortgage-backed securities615,310127,328
Commercial mortgage-backed securities837,169183,048
Total unencumbered debt securities 1$3,285,7831,808,636

____________________________

1 Total unencumbered debt securities at December 31, 2024, included $1.6 billion classified as AFS and $1.6 billion classified as HTM. Total unencumbered debt securities at December 31, 2023, included $441.5 million classified as AFS, and $1.4 billion classified as HTM.

51

Contractual Obligations and Off-Balance Sheet Arrangements

In the normal course of business, there may be various outstanding commitments to obtain funding and to extend credit, such as letters of credit and unfunded loan commitments, which are not reflected in the accompanying condensed consolidated financial statements. The Company assessed the off-balance sheet credit exposures as of December 31, 2024 and determined its ACL of $20.4 million was adequate to absorb the estimated credit losses. Such ACL is included in other liabilities. For additional information regarding the Company’s ACL, see “Allowance for Credit Losses - Loans Receivable” above.

Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity. The Company does not anticipate any material losses as a result of these transactions. For additional information regarding the Company’s interests in unconsolidated VIEs, see Note 7 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Capital Resources

Maintaining capital strength continues to be a long-term objective of the Company. High levels of capital are necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to issue 234,000,000 shares of common stock of which 113,401,955 have been issued as of December 31, 2024. The Company also has the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of December 31, 2024. Conversely, the Company may in the future decide to utilize a portion of its strong capital position, as it has done in the past, to repurchase shares of its outstanding common stock, depending on market price and other relevant considerations.

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The federal banking agencies issued final rules (“Final Rules”) that established a comprehensive regulatory capital framework based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Final Rules require the Company to hold a 2.5 percent capital conservation buffer designed to absorb losses during periods of economic stress. As of December 31, 2024, management believes the Company and Bank meet all capital adequacy requirements to which they are subject and there are no conditions or events subsequent to this date that management believes have changed the Company’s or Bank’s risk-based capital category.

The following table illustrates the Bank’s regulatory capital ratios and the Federal Reserve’s capital adequacy guidelines as of December 31, 2024:

Total Capital (To Risk-Weighted Assets)Tier 1 Capital (To Risk-Weighted Assets)Common Equity Tier 1 (To Risk-Weighted Assets)Leverage Ratio/ Tier 1 Capital (To Average Assets)
Glacier Bank actual regulatory ratios13.59%12.46%12.46%8.77%
Minimum capital requirements8.00%6.00%4.50%4.00%
Minimum capital requirements plus capital conservation buffer10.50%8.50%7.00%N/A
Well capitalized requirements10.00%8.00%6.50%5.00%

On January 1, 2020, the Company adopted the current expected credit losses (“CECL”) accounting standard that requires management’s estimate of credit losses over the expected contractual lives of the Company's relevant financial assets. On March 27, 2020, federal banking regulators issued an interim final rule to delay for two years the initial adoption impact of CECL on regulatory capital, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during 2020 and 2021 (i.e., a five-year transition period). The Company has elected to utilize the five-year transition period. During the two-year delay, the Company added back to Common Tier 1 capital 100 percent of the initial adoption impact of CECL plus 25 percent of the cumulative quarterly changes in ACL (i.e., quarterly transitional amounts). Starting on January 1, 2022, the quarterly transitional amounts along with the initial adoption impact of CECL were phased out of Common Tier 1 capital evenly over the three-year period ending at the end of 2024.

For additional information regarding regulatory capital, see Note 12 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

52

Federal and State Income Taxes

The Company files a consolidated federal income tax return using the accrual method of accounting. All required tax returns have been timely filed. Financial institutions are subject to the provisions of the Internal Revenue Code of 1986, as amended, in the same general manner as other corporations. The federal statutory corporate income tax rate is 21 percent.

Within the Company’s geographic footprint under Montana, Idaho, Utah, Colorado and Arizona law, financial institutions are subject to a corporation income tax, which incorporates or is substantially similar to applicable provisions of the Internal Revenue Code. The corporation income tax is imposed on federal taxable income, subject to certain adjustments. State taxes are incurred at the rate of 6.75 percent in Montana, 5.70 percent in Idaho, 4.55 percent in Utah, 4.25 percent in Colorado and 4.90 percent in Arizona. Washington, Wyoming and Nevada do not impose a corporate income tax. The Company is also required to file in states other than the eight states in which it has properties.

Income tax expense for the years ended December 31, 2024 and 2023 was $36.2 million and $44.7 million, respectively. The Company’s effective income tax rate for the years ended December 31, 2024 and 2023 was 16.0 percent and 16.7 percent, respectively. The current and prior year’s low effective income tax rates were due to income from tax-exempt debt securities, municipal loans and leases and benefits from federal income tax credits. Income from tax-exempt debt securities, loans and leases was $84.2 million and $80.2 million for the years ended December 31, 2024 and 2023, respectively. Benefits from Low-Income Housing Tax Credits (“LIHTC”) federal income tax credits were $25.4 million and $19.9 million for the years ended December 31, 2024 and 2023, respectively.

The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). Administered by the Community Development Financial Institutions Fund (“CDFI Fund”) of the U.S. Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The Company also has equity investments in LIHTC’s which are indirect federal subsidies used to finance the development of affordable rental housing for low-income households. The federal income tax credits are claimed over a ten-year credit allowance period. The Company has investments of $11.8 million in Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income. The federal income tax credits on these debt securities are subject to federal and state income tax. The Company has investments in historic tax credits that are claimed over a five-year credit allowance period.

Following is a list of expected federal income tax credits to be received in the years indicated.

(Dollars in thousands)New Markets Tax CreditsLow-Income Housing Tax CreditsDebt Securities Tax CreditsHistoric Tax CreditsTotal
2025$5,79726,76645256433,579
20265,19228,68022056434,656
20275,37027,0584356433,035
20283,35424,6964328,093
20291,75823,3224325,123
Thereafter1,06882,42210683,596
$22,539212,9449071,692238,082

For additional information on income taxes, see Note 16 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data”.

Average Balance Sheet

The following schedule provides 1) the total dollar amount of interest and dividend income of the Company for earning assets and the average yields; 2) the total dollar amount of interest expense on interest bearing liabilities and the average rates; 3) net interest and dividend income and interest rate spread; and 4) net interest margin (tax-equivalent).

53

Years ended
December 31, 2024December 31, 2023December 31, 2022
(Dollars in thousands)Average BalanceInterest and DividendsAverage Yield/ RateAverage BalanceInterest and DividendsAverage Yield/ RateAverage BalanceInterest and DividendsAverage Yield/ Rate
Assets
Residential real estate loans$1,820,057$89,5964.92%$1,603,600$71,3284.45%$1,284,029$57,2434.46%
Commercial loans 113,818,805772,4965.59%12,982,708675,5495.20%11,902,971555,2444.66%
Consumer and other loans1,305,71689,1606.83%1,247,11474,7345.99%1,131,00054,3934.81%
Total loans 216,944,578951,2525.61%15,833,422821,6115.19%14,318,000666,8804.66%
Tax-exempt investment securities 31,675,73259,4793.55%1,740,74659,7163.43%1,916,73170,4383.67%
Taxable investment securities 4,57,400,887145,1281.96%8,297,203152,0031.83%8,546,792113,9521.33%
Total earning assets26,021,1971,155,8594.44%25,871,3711,033,3303.99%24,781,523851,2703.44%
Goodwill and intangibles1,079,4041,022,0521,032,263
Non-earning assets773,322504,698603,401
Total assets$27,873,923$27,398,121$26,417,187
Liabilities
Non-interest bearing deposits$6,144,268$%$6,642,339$%$8,005,821$%
NOW and DDA accounts5,326,29663,6351.19%5,167,11737,3570.72%5,387,2773,4390.06%
Savings accounts2,866,90822,6840.79%2,908,5849,9180.34%3,270,7991,1910.04%
Money market deposit accounts2,904,46158,1402.00%3,166,91442,2541.33%3,926,7376,4010.16%
Certificate accounts3,106,755128,0814.12%1,949,20664,1763.29%955,8293,2490.34%
Total core deposits20,348,688272,5401.34%19,834,160153,7050.77%21,546,46314,2800.07%
Short-term borrowings
Wholesale deposits 63,6151945.36%173,2318,7215.03%11,8622462.07%
Repurchase agreements1,676,04055,7233.32%1,301,22336,4142.80%920,9553,2000.35%
FHLB advances1,147,45656,2974.83%551,98626,9104.81%584,56217,3172.92%
FRB Bank Term Funding617,37727,0974.39%2,133,65893,3884.38%%
Total short-term borrowings3,444,488139,3113.98%4,160,098165,4333.92%1,517,37920,7631.35%
Long-term borrowings
FHLB advances351,03816,3234.57%%%
Subordinated debentures and other borrowed funds219,8397,0443.20%209,5676,8353.26%196,1396,2183.17%
Total interest bearing liabilities24,364,053435,2181.79%24,203,825325,9731.35%23,259,98141,2610.18%
Other liabilities351,825275,359249,832
Total liabilities24,715,87824,479,18423,509,813
Stockholders’ Equity
Common stock1,1321,1091,107
Paid-in capital2,437,6412,346,5752,340,952
Retained earnings1,064,0901,021,469897,587
Accumulated other comprehensive loss(344,818)(450,216)(332,272)
Total stockholders’ equity3,158,0452,918,9372,907,374
Total liabilities and stockholders’ equity$27,873,923$27,398,121$26,417,187
Net interest income (tax-equivalent)$720,641$707,357$810,009
Net interest spread (tax-equivalent)2.65%2.64%3.26%
Net interest margin (tax-equivalent)2.77%2.73%3.70%

54

Average Balance Sheet - continued

______________________________

1Includes tax effect of $6.5 million, $5.9 million and $6.3 million on tax-exempt municipal loan and lease income for the years ended December 31, 2024, 2023 and 2022, respectively.

2Total loans are gross of the allowance for credit losses, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period.

3Includes tax effect of $8.6 million, $8.9 million and $14.5 million on tax-exempt debt securities income for the years ended December 31, 2024, 2023 and 2022, respectively.

4Includes tax effect of $832 thousand, $859 thousand and $0.9 million on federal income tax credits for the years ended December 31, 2024, 2023 and 2022, respectively.

5Includes interest income of $31.2 million, $42.2 million and $1,523 thousand on average interest-bearing cash balances of $594.8 million, $791.5 million and $120.3 million for the years ended December 31, 2024, 2023 and 2022, respectively.

6Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts with contractual maturities.

Rate/Volume Analysis

Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases (or decreases) attributable to changes in the dollar levels of the Company’s interest earning assets and interest bearing liabilities (“volume”) and the yields earned and paid on such assets and liabilities (“rate”). The change in interest income and interest expense attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to rate.

Year ended December 31,Year ended December 31,
2024 vs. 20232023 vs. 2022
Increase (Decrease) Due to:Increase (Decrease) Due to:
(Dollars in thousands)VolumeRateNetVolumeRateNet
Interest income
Residential real estate loans$9,6288,64018,26814,247(162)14,085
Commercial loans (tax-equivalent)45,47651,47296,94850,36769,939120,306
Consumer and other loans3,72610,70014,4265,58414,75720,341
Investment securities (tax-equivalent)(20,277)13,165(7,112)(7,500)34,82827,328
Total interest income38,55383,977122,53062,698119,362182,060
Interest expense
NOW and DDA accounts1,25625,02226,278(141)34,05933,918
Savings accounts(115)12,88112,766(132)8,8598,727
Money market deposit accounts(3,396)19,28215,886(1,238)37,09135,853
Certificate accounts38,39225,51363,9053,37657,55260,928
Wholesale deposits(8,538)11(8,527)3,3445,1308,474
Repurchase agreements10,6178,69219,3091,32131,89333,214
FHLB advances46,343(633)45,710(965)10,5589,593
FRB Bank Term Funding(66,291)(66,291)93,38893,388
Subordinated debentures and other borrowed funds355(146)209426191617
Total interest expense18,62390,622109,24599,379185,333284,712
Net interest income (tax-equivalent)$19,930(6,645)13,285(36,681)(65,971)(102,652)

Net interest income (tax-equivalent) increased $13.3 million for the year ended December 31, 2024 compared to prior year end. The increase in interest income was primarily attributable to an increase in interest rates with additional benefit from the increase in the loan portfolio, which more than outpaced the increase in interest expense which was primarily driven by an increase in interest rates.

Net interest income (tax-equivalent) decreased $102.7 million for the year ended December 31, 2023 compared to the prior year end. The historic increase in interest rates during the prior year was the reason for the increase in interest expense which outpaced the increase in interest income.

55

Cyber Risk

A failure in or breach of the Company’s operational or security systems, or those of the Company’s third-party service providers, including as a result of cyber-attacks, could disrupt business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase costs and cause losses. The Company employs detection and response mechanisms designed to contain and mitigate these risks. The Company maintains a robust information security program that is regularly reviewed, tested, and updated. This includes vulnerability and patch management programs, incident response planning, security monitoring, employee training, and security awareness testing. The Board's Risk Oversight Committee is responsible for monitoring the Company’s cyber risk management profile and related programs. The Board is responsible for approval of related policies.

See “Item 1A. Risk Factors” and “Item 1C. Cybersecurity” for additional information regarding our cybersecurity program and the risks we face from cybersecurity threats.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with GAAP often requires management to use significant judgments as well as subjective and/or complex measurements in making estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The Company considers its accounting policies for the ACL, goodwill and fair value measurements to be critical accounting policies. The application of these policies has a significant impact on the Company’s consolidated financial statements and financial results could differ significantly if different judgments or estimates were applied. The following describes why the estimates are subject to uncertainty, the estimated change in the reported periods, and the sensitivity of the reported amounts to the methods, assumptions, and estimates underlying the calculation.

Allowance for Credit Losses

The allowance for credit losses for loans receivable represents management’s estimate of credit losses over the expected contractual life of the loan portfolio. Determining the adequacy of the allowance is complex and requires a high degree of judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance in those future period which is why there is such a high degree of uncertainty. Such factors or assumptions include loan volumes, delinquency status, credit ratings, historical loss experiences, estimated prepayment speeds, weighted average lives and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. As a result of the significant size of the loan portfolio, the numerous assumptions in the model, and the high degree of potential change in such assumptions, there is a high degree of sensitivity to the reported amounts. For information regarding the ACL for loans receivable, its relation to the provision for credit losses and risk related to asset quality, and the estimated change during the reported periods, see the section captioned “Allowance for Credit Losses - Loans Receivable” included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1 and 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Goodwill

The Company is required to assess goodwill for impairment on an annual basis, or more frequently if determined necessary. Goodwill of a reporting unit is tested for impairment if an event is more-likely-than-not to reduce the fair value of a reporting unit below its carrying amount. Changes in the economic environment, operations of the aggregated reporting units, or other factors could result in the decline in the fair value of the aggregated reporting units which could result in a goodwill impairment in the future. The estimate is considered to have a low amount of uncertainty unless there is an event that significantly lowers the fair value of a reporting unit estimate. Examples of events and circumstances include: significant change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, loss of key personnel, a more likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of, and the testing for recoverability of a significant asset group within a reporting unit. There were no changes to the Company’s assessment or reported amounts during 2024. For information on goodwill, see Notes 1 and 5 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Fair Value Measurements

Fair value measurement estimates are used for certain recorded and disclosed financial instruments on a recurring and non-recurring basis. Such estimates utilize a variety of assumptions which are subject to uncertainty. Certain fair value measurements have a higher degree of sensitivity of the reported amount to the methods, assumptions and estimates underlying the calculation. For information on fair value measurements and the estimated changes during the reporting periods, see Note 21 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

56

Impact of Recently Issued Accounting Standards

Authoritative accounting guidance that impacted the Company that became effective during 2024 or 2023 include amendments to:

•FASB ASC Topic 326, Financial Instruments - Credit Losses Troubled Debt Restructurings and Vintage Disclosures

•FASB ASC Topic 280, Segment Reporting

•FASB ASC Topic 848, Reference Rate Reform

•FASB ASC Topic 232, Investments Equity Method and Joint Ventures

Authoritative accounting guidance that may possibly have a material impact on the Company that is pending adoption at December 31, 2024 includes amendments to:

•FASB ASC Topic 740, Income Taxes

For additional information on the topics and the impact on the Company see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

FY 2023 10-K MD&A

SEC filing source: 0000868671-24-000042.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2024-02-23. Report date: 2023-12-31.

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

The following discussion is intended to provide a more comprehensive review of the Company’s operating results and financial condition than can be obtained from reading the Consolidated Financial Statements alone. The discussion is expected to provide investors an enhanced view of the Company from management’s perspective. The information includes material information relevant to the Company’s financial condition and results of operations, material events and uncertainties that are reasonably likely to cause reported information not to be indicative of future operating results or future financial condition, and material financial and statistical information that the Company believes will enhance the investors’ understanding of the Company and its financial results. The discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in “Item 8. Financial Statements and Supplementary Data.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-looking statements, including those factors set forth under “Risk Factors” and in other sections in this Annual Report on Form 10-K, or the documents incorporated by reference:

•risks associated with lending and potential adverse changes in the credit quality of the Company’s loan portfolio;

•changes in monetary and fiscal policies, including interest rate policies of the Federal Reserve Board, which may continue to adversely affect the Company’s net interest income and margin, the fair value of its financial instruments, profitability, and stockholders’ equity;

•legislative or regulatory changes, including increased insurance rates and assessments or increased banking and consumer protection regulations, that may adversely affect the Company’s business;

•risks related to overall economic conditions, including the impact on the economy of an elevated interest rate environment, inflationary pressures, and geopolitical instability, including the wars in Ukraine and the Middle East;

•risks, costs and other difficulties associated with the Company’s ability to negotiate, complete, and successfully integrate any pending or future acquisitions;

•costs or difficulties related to the completion and integration of pending or future acquisitions;

•impairment of the goodwill recorded by the Company in connection with acquisitions, which may have an adverse impact on earnings and capital;

•reduction in demand for banking products and services, whether as a result of changes in customer behavior, economic conditions, banking environment, or competition;

•deterioration of the reputation of banks and the financial services industry, which could adversely affect the Company's ability to obtain and maintain customers;

•changes in the competitive landscape, including as may result from new market entrants or further consolidation in the financial services industry, resulting in the creation of larger competitors with greater financial resources;

•risks presented by public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow through acquisitions;

•risks associated with dependence on the Chief Executive Officer (“CEO”), the senior management team and the Presidents of Glacier Bank (the “Bank”) divisions;

•material failure, potential interruption or breach in security of the Company’s systems or changes in technologies which could expose the Company to cybersecurity risks, fraud, system failures, or direct liabilities;

•risks related to natural disasters, including droughts, fires, floods, earthquakes, pandemics, and other unexpected events;

•success in managing risks involved in the foregoing; and

•effects of any reputational damage to the Company resulting from any of the foregoing.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in “Item 1A. Risk Factors.” Please take into account that forward-looking statements speak only as of the date of this Annual Report on Form 10-K (or documents incorporated by reference, if applicable). Given the described uncertainties and risks, the Company cannot guarantee its future performance or results of operations and you should not place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly correct, revise, or update any forward-looking

24

statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement, except as may be required under federal securities laws.

FIVE YEAR SELECTED FINANCIAL DATA

Selected Financial Data

The selected financial data of the Company is derived from the Company’s historical audited financial statements and related notes. The information set forth below should be read in conjunction with “Item 8. Financial Statements and Supplementary Data” contained elsewhere in this Annual Report on Form 10-K.

December 31,Compounded Annual Growth Rate
(Dollars in thousands, except per share data)202320222021202020191-Year5-Year
Selected Statements of Financial Condition Information
Total assets$27,742,629$26,635,375$25,940,645$18,504,206$13,683,9994.2%15.2%
Debt securities8,288,1309,022,35910,370,0135,527,6502,799,863(8.1)%24.2%
Loans receivable, net16,005,32515,064,52913,259,36610,964,4539,388,3206.2%11.3%
Allowance for credit losses(192,757)(182,283)(172,665)(158,243)(124,490)5.7%9.1%
Goodwill and intangibles1,017,2631,026,9941,037,652569,522519,704(0.9)%14.4%
Deposits19,929,16720,606,55521,337,24914,797,52910,776,457(3.3)%13.1%
Federal Home Loan Bank advances1,800,00038,611(100.0)%(100.0)%
FRB Bank Term Funding2,740,000n/mn/m
Securities sold under agreements to repurchase and other borrowed funds1,568,5451,023,2091,064,8881,037,651598,64453.3%21.2%
Stockholders’ equity3,020,2812,843,3053,177,6222,307,0411,960,7336.2%9.0%
Equity per share27.2425.6728.7124.1821.256.1%5.1%
Equity as a percentage of total assets10.9%10.7%12.3%12.5 %14.3%2.1%(5.3)%

________________________

n/m - not measurable

Years ended December 31,Compounded Annual Growth Rate
(Dollars in thousands, except per share data)202320222021202020191-Year5-Year
Summary Statements of Operations
Interest income$1,017,655$829,640$681,074$627,064$546,17722.7%13.3%
Interest expense325,97341,26118,55827,31542,773690.0%50.1%
Net interest income691,682788,379662,516599,749503,404(12.3)%6.6%
Provision for credit losses14,79519,96323,07639,76557(25.9)%204.0%
Non-interest income118,079120,732144,820172,867130,774(2.2)%(2.0)%
Non-interest expense527,358518,868434,822404,811374,9271.6%7.1%
Income before income taxes267,608370,280349,438328,040259,194(27.7)%0.6%
Federal and state income tax expense44,68167,07864,68161,64048,650(33.4)%(1.7)%
Net income$222,927$303,202$284,757$266,400$210,544(26.5)%1.1%
Basic earnings per share$2.01$2.74$2.87$2.81$2.39(26.6)%(3.4)%
Diluted earnings per share$2.01$2.74$2.86$2.81$2.38(26.6)%(3.3)%
Dividends declared per share$1.32$1.32$1.37$1.33$1.31%0.2%

25

At or for the Years ended December 31,
(Dollars in thousands)20232022202120202019
Selected Ratios and Other Data
Return on average assets0.81%1.15%1.33%1.62%1.64%
Return on average equity7.64%10.43%11.08%12.15%12.01%
Dividend payout ratio65.67%48.18%47.74%47.33%54.81%
Average equity to average asset ratio10.65%11.01%11.99%13.35%13.69%
Total capital (to risk-weighted assets)14.61%14.02%14.21%14.63%14.95%
Tier 1 capital (to risk-weighted assets)12.85%12.34%12.49%12.42%13.76%
Common Equity Tier 1 (to risk-weighted assets)12.85%12.34%12.49%12.42%12.58%
Tier 1 capital (to average assets)8.71%8.79%8.64%9.12%11.65%
Net interest margin on average earning assets (tax-equivalent)2.73%3.27%3.42%4.09%4.39%
Efficiency ratio 162.85%54.64%51.35%49.97%57.78%
Allowance for credit losses as a percent of loans1.19%1.20%1.29%1.42%1.31%
Allowance for credit losses as a percent of nonperforming loans799%557%255%470%385%
Non-performing assets as a percentage of subsidiary assets0.09%0.12%0.26%0.19%0.27%
Non-performing assets$25,63132,74267,69135,43337,437
Loans originated and acquired$4,449,3508,039,6238,551,4197,934,8814,607,536
Number of full time equivalent employees3,2943,3903,4362,9702,826
Number of locations221221224193181

______________________________

1 Non-interest expense before OREO expenses, core deposit intangibles amortization, goodwill impairment charges, and non-recurring expense items as a percentage of tax-equivalent net interest income and non-interest income, excluding gains or losses on sale of investments, OREO income, and non-recurring income items.

26

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2023 COMPARED TO DECEMBER 31, 2022

Highlights and Overview

The banking industry experienced significant pressures during the current year with historic increases in interest rates during the last eighteen months and three notable bank failures in 2023. These events led to higher cost deposits and customers’ prioritizing the safety of their deposits. The Company was not immune to the impact of these events during 2023 and had the greatest pressure on its deposit costs and the resulting net interest margin. While the Company experienced an overall decline in net income during the year, the Company strategically navigated through the current year, which the Company believes will contribute to its long-term success.

The Company ended the year at $27.743 billion in assets, which was a $1.107 billion, or 4 percent, increase over the prior year end and was driven by the increase in the loan portfolio and cash liquidity that more than offset the decrease in debt securities. Loan growth was $951 million, or 6 percent, during 2023 with increases in all loan categories. During the year, the Company focused on its diversified deposit and repurchase agreement product offerings resulting in a slight decline of $108 million, or 50 basis points, during the year. The Company also focused on maintaining a strong liquidity position and ended the current year with available liquidity of $15.0 billion including cash, borrowing capacity, and unpledged securities. Stockholders’ equity increased $177 million, or $1.57 per share, which was the combined result of earnings retention and the decrease in the unrealized loss on AFS debt securities in 2023. The Company declared quarterly dividends totaling $1.32 per share during 2023 and 2022.

The Company had net income for the current year of $223 million, which was a decrease of $80.3 million, or 26 percent, over the prior year net income of $303 million, which was driven by the increase in cost of funds outpacing the increase in interest income. Diluted earnings per share for the year was $2.01, a decrease of 27 percent, from the 2022 diluted earnings per share of $2.74. The Company's net interest margin for 2023 was 2.73 percent, a 54 basis points decrease from the net interest margin of 3.27 percent from 2022, which was primarily driven by the volatile interest rate environment and the higher cost of funds. The Company was successful in controlling costs during the current year with an $8.5 million, or 2 percent, increase in non-interest expense which was primarily driven by a $6.0 million FDIC special assessment and the FDIC uniformly increasing all depository institutions premiums during 2023. Excluding the increase in regulatory assessment and insurance, non-interest expense decreased $7.3 million, or 2 percent, during the current year which was driven by increased operating efficiencies, a decrease in performance related compensation and a decrease in staffing levels.

The Company’s credit quality remains strong, ending the current year with $26 million in non-performing assets compared to $33 million at prior year end. Net charge-offs for 2023 remained low at 0.06 percent of loans compared to 0.05 percent of loans during the prior year. The Company also continues to maintain adequate reserves at 1.19 percent of loans at year end 2023 compared to 1.20 percent at the prior year end.

During 2023, the Company announced an agreement to acquire Community Financial Group, Inc., the parent company of Wheatland Bank, a leading eastern Washington community bank headquartered in Spokane with total assets of $728 million, total loans of $469 million and total deposits of $623 million as of December 31, 2023. The acquisition was completed on January 31, 2024. For additional information on the acquisition and subsequent event, see Note 23 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Looking forward, the Company believes its future performance will depend on many factors including economic conditions in the markets the Company serves, interest rate changes, the level of competition for deposits and loans, loan quality and the ability to increase loans, the impact and successful integration of acquisitions, and managing regulatory requirements and expenses.

27

Financial Highlights

At or for the Years ended
(Dollars in thousands, except per share and market data)December 31, 2023December 31, 2022
Operating results
Net income$222,927303,202
Basic earnings per share$2.012.74
Diluted earnings per share$2.012.74
Dividends declared per share$1.321.32
Market value per share
Closing$41.3249.42
High$50.0360.69
Low$26.7744.43
Selected ratios and other data
Number of common stock shares outstanding110,888,942110,777,780
Average outstanding shares - basic110,864,501110,757,473
Average outstanding shares - diluted110,890,447110,827,933
Return on average assets0.81%1.15%
Return on average equity7.64%10.43%
Efficiency ratio62.85%54.64%
Dividend payout ratio65.67%48.18%
Loan to deposit ratio81.36%74.05%
Number of full time equivalent employees3,2943,390
Number of locations221221
Number of ATMs275265

28

Financial Condition Analysis

Assets

The following table summarizes the Company’s assets as of the dates indicated:

(Dollars in thousands)December 31, 2023December 31, 2022$ Change% Change
Cash and cash equivalents$1,354,342$401,995$952,347237%
Debt securities, available-for-sale4,785,7195,307,307(521,588)(10%)
Debt securities, held-to-maturity3,502,4113,715,052(212,641)(6%)
Total debt securities8,288,1309,022,359(734,229)(8%)
Loans receivable
Residential real estate1,704,5441,446,008258,53618%
Commercial real estate10,303,3069,797,047506,2595%
Other commercial2,901,8632,799,668102,1954%
Home equity888,013822,23265,7818%
Other consumer400,356381,85718,4995%
Loans receivable16,198,08215,246,812951,2706%
Allowance for credit losses(192,757)(182,283)(10,474)6%
Loans receivable, net16,005,32515,064,529940,7966%
Other assets2,094,8322,146,492(51,660)(2%)
Total assets$27,742,629$26,635,375$1,107,2544%

Total debt securities of $8.288 billion at December 31, 2023 decreased $734 million, or 8 percent, from the prior year end. The Company utilized the cash flow from its securities portfolio to primarily fund loan growth and maintain a strong cash position during the year. The Company ended the current year with a strong cash position of $1.354 billion at December 31, 2023, which was an increase of $952 million over the prior year end. Debt securities represented 30 percent of total assets at December 31, 2023, compared to 34 percent at December 31, 2022. The loan portfolio of $16.198 billion increased $951 million, or 6 percent, from the prior year end with the largest dollar increase in commercial real estate loans, which increased $506 million, or 5 percent.

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Liabilities

The following table summarizes the Company’s liabilities as of the dates indicated:

(Dollars in thousands)December 31, 2023December 31, 2022$ Change% Change
Deposits
Non-interest bearing deposits$6,022,980$7,690,751$(1,667,771)(22%)
NOW and DDA accounts5,321,2575,330,614(9,357)%
Savings accounts2,833,8873,200,321(366,434)(11%)
Money market deposit accounts2,831,6243,472,281(640,657)(18%)
Certificate accounts2,915,393880,5892,034,804231%
Core deposits, total19,925,14120,574,556(649,415)(3%)
Wholesale deposits4,02631,999(27,973)(87%)
Deposits, total19,929,16720,606,555(677,388)(3%)
Securities sold under agreements to repurchase1,486,850945,916540,93457%
Federal Home Loan Bank advances1,800,000(1,800,000)(100%)
FRB Bank Term Funding2,740,0002,740,000n/m
Other borrowed funds81,69577,2934,4026%
Subordinated debentures132,943132,782161%
Other liabilities351,693229,524122,16953%
Total liabilities$24,722,348$23,792,070$930,2784%

________________________

n/m - not measurable

During the current year, the Company experienced unprecedented fluctuations in deposit balances and higher deposit rates, primarily due to the volatile and increasing interest rate environment. As a result of the Company’s focus on diversified deposit and repurchase agreements, core deposits and retail repurchase agreements decreased $108 million, or 50 basis points, from the prior year end. Non-interest bearing deposits represented 30 percent of total core deposits at December 31, 2023 compared to 37 percent at December 31, 2022.

The Company’s liquidity position remains strong with solid core deposit customer relationships, excess cash, debt securities, and access to diversified borrowing sources. At December, 31, 2023, the Company had available liquidity of $15.0 billion including cash, borrowing capacity from the FHLB and Federal Reserve facilities, unpledged securities, brokered deposits, and other sources.

Stockholders’ Equity

The following table summarizes the stockholders’ equity balances as of the dates indicated:

(Dollars in thousands, except per share data)December 31, 2023December 31, 2022$ Change% Change
Common equity$3,394,394$3,312,097$82,2972%
Accumulated other comprehensive loss(374,113)(468,792)94,679(20%)
Total stockholders’ equity3,020,2812,843,305176,9766%
Goodwill and core deposit intangible, net(1,017,263)(1,026,994)9,731(1%)
Tangible stockholders’ equity$2,003,018$1,816,311$186,70710%
Stockholders’ equity to total assets10.89%10.67%2%
Tangible stockholders’ equity to total tangible assets7.49%7.09%6%
Book value per common share$27.24$25.67$1.576%
Tangible book value per common share$18.06$16.40$1.6610%

Tangible stockholders’ equity of $2.003 billion at December 31, 2023 increased $187 million, or 10 percent, from December 31, 2022, which was primarily due to earnings retention and a decrease in net unrealized losses (after-tax) on AFS debt securities. Tangible book value per common share of $18.06 at the current year end increased $1.66 per share, or 10 percent, from the prior year end.

30

Results of Operations

In this section, the Company’s results of operations are discussed for the year ended December 31, 2023 compared to the year ended December 31, 2022. For a discussion of the year ended December 31, 2022 compared to the year ended December 31, 2021, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Income Summary

The following table summarizes income for the time periods indicated:

Years ended$ Change% Change
(Dollars in thousands)December 31, 2023December 31, 2022
Net interest income
Interest income$1,017,655$829,640$188,01523%
Interest expense325,97341,261284,712690%
Total net interest income691,682788,379(96,697)(12%)
Non-interest income
Service charges and other fees75,15772,1243,0334%
Miscellaneous loan fees and charges16,93515,3501,58510%
Gain on sale of loans12,20220,032(7,830)(39%)
Gain on sale of investments1,510620890144%
Other income12,27512,606(331)(3%)
Total non-interest income118,079120,732(2,653)(2%)
Total income$809,761$909,111$(99,350)(11%)
Net interest margin (tax-equivalent)2.73%3.27%

Net Interest Income

Net-interest income of $692 million for 2023 decreased $96.7 million, or 12 percent, over 2022 and was primarily driven by increased interest expense. Interest income of $1.018 billion for 2023 increased $188 million, or 23 percent, from the prior year and was primarily attributable to the increase in the loan portfolio and an increase in loan yields. The loan yield was 5.19 percent for 2023, an increase of 53 basis points from the prior year loan yield of 4.66 percent.

Interest expense of $326 million for 2023 increased $285 million, or 690 percent, over the same period in the prior year and was the result of increased borrowings and higher interest rates on borrowings and deposits. Core deposit cost (including non-interest bearing deposits) was 0.77 percent for 2023 compared to 0.07 percent for the prior year. The total funding cost (including non-interest bearing deposits) for 2023 was 1.35 percent, which was an increase of 117 basis points over the prior year funding cost of 0.18 percent.

The net interest margin as a percentage of earning assets, on a tax-equivalent basis, during 2023 was 2.73 percent, a 54 basis points decrease from the net interest margin of 3.27 percent for the prior year. The core net interest margin, excluding discount accretion, the impact from non-accrual interest and the impact from the Paycheck Protection Program loans, was 2.71 percent for 2023, which was a 49 basis points decrease from the core margin of 3.20 percent in the same period of the prior year. The decline in the margin from the prior year occurred steadily during the current year, before slowing in the fourth quarter, and the Company ended the year with a fourth quarter net interest margin of 2.56 percent.

Non-interest Income

Non-interest income of $118 million for 2023 decreased $2.7 million, or 2 percent, over the same period last year and was primarily due to the decrease in gain on sale of residential loans, which was partially offset by the increase in service charges and other fees. Miscellaneous loan fees of $16.9 million, increased $1.6 million for 2023, or 10 percent, which was primarily driven by increased credit card interchange fees due to increased activity. Gain on sale of residential loans of $12.2 million in 2023 decreased by $7.8 million, or 39 percent, over the prior year, primarily as result of a reduction in residential purchase and refinance activities as mortgage rates significantly increased during 2023. Included in the 2023 gain on sale of securities was $1.7 million of gain on the sale of all of the Company’s Visa class B shares.

31

Non-interest Expense

The following table summarizes non-interest expense for the periods indicated:

Years ended$ Change% Change
(Dollars in thousands)December 31, 2023December 31, 2022
Compensation and employee benefits$309,048$319,303$(10,255)(3%)
Occupancy and equipment43,57843,2613171%
Advertising and promotions15,43014,3241,1068%
Data processing33,75230,8232,92910%
Other real estate owned and foreclosed assets119774255%
Regulatory assessments and insurance28,71212,90415,808123%
Core deposit intangibles amortization9,73110,658(927)(9%)
Other expenses86,98887,518(530)(1%)
Total non-interest expense$527,358$518,868$8,4902%

Total non-interest expense of $527 million for 2023 increased $8.5 million, or 2 percent, over the same period in the prior year. Compensation and employee benefits expense of $309 million in 2023 decreased $10.3 million, or 3 percent, over the prior year and was driven by a decrease in performance-related compensation including real estate loan commissions. Regulatory assessments and insurance of $28.7 million for 2023 increased $15.8 million, or 123 percent, over the prior year and was primarily due to the $6.0 million FDIC special assessment pursuant to a systemic risk determination and the FDIC uniformly increasing all depository institutions premiums during 2023. Other expenses of $87.0 million for 2023 decreased $530 thousand, or 1 percent, from the prior year and included changes in several miscellaneous categories. Acquisition-related expenses included in other expenses were $1.3 million in 2023 compared to $10.0 million in 2022.

Provision for Credit Losses

The following table summarizes the provision for credit losses on the loan portfolio, net charge-offs and select ratios relating to the provision for credit losses on loans for the previous eight quarters:

(Dollars in thousands)Provision for Credit Losses on LoansNet Charge-Offs (Recoveries)ACL as a Percent of LoansAccruing Loans 30-89 Days Past Due as a Percent of LoansNon-Performing Assets to Total Sub-sidiary Assets
Fourth quarter 2023$4,181$3,6951.19%0.31%0.09%
Third quarter 20235,0952,2091.19%0.09%0.15%
Second quarter 20235,2542,4731.19%0.16%0.12%
First quarter 20236,2601,9391.20%0.16%0.12%
Fourth quarter 20226,0601,9681.20%0.14%0.12%
Third quarter 20228,3823,1541.20%0.07%0.13%
Second quarter 2022(1,353)1,8431.20%0.12%0.16%
First quarter 20224,3448501.28%0.12%0.24%

The provision for credit loss expense was $14.8 million for 2023, a decrease of $5.2 million, or 26 percent, over the same period in the prior year. The provision for credit loss expense for 2023 included provision for credit loss expense of $20.8 million on the loan portfolio and credit loss benefit of $6.0 million on the unfunded loan commitments. Net charge-offs during 2023 were $10.3 million compared to $7.8 million during 2022.

Efficiency Ratio

The efficiency ratio was 62.85 percent for 2023 compared to 54.64 percent for 2022. The increase from the prior year was primarily attributable to the increase in interest expense in the current year that outpaced the increase in interest income.

32

ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS

Investment Activity

The Company’s investment securities primarily consist of debt securities classified as either available-for-sale or held-to-maturity. Non-marketable equity securities consist of capital stock issued by the FHLB of Des Moines.

Debt Securities

Debt securities classified as available-for-sale are carried at estimated fair value and debt securities classified as held-to-maturity are carried at amortized cost. During the first quarter of 2022, the Company transferred $2.2 billion of available-for-sale securities with an unrealized net loss of $55.7 million into the held-to-maturity portfolio after determining it had the intent and ability to hold such securities until maturity. Unrealized gains or losses, net of tax, on available-for-sale debt securities are reflected as an adjustment to other comprehensive income. The Company’s debt securities are summarized below:

December 31, 2023December 31, 2022
(Dollars in thousands)Carrying AmountPercentCarrying AmountPercent
Available-for-sale
U.S. government and federal agency$455,3475%$444,7275%
U.S. government sponsored enterprises299,2194%287,3643%
State and local governments98,9321%132,9931%
Corporate bonds26,2531%26,1091%
Residential mortgage-backed securities2,811,26334%3,267,34136%
Commercial mortgage-backed securities1,094,70513%1,148,77313%
Total available-for-sale4,785,71958%5,307,30759%
Held-to-maturity
U.S. government and federal agency853,27310%846,0469%
State and local governments1,650,00020%1,682,64019%
Residential mortgage-backed securities999,13812%1,186,36613%
Total held-to-maturity3,502,41142%3,715,05241%
Total debt securities$8,288,130100%$9,022,359100%

The Company’s debt securities were primarily comprised of U.S. government and federal agency and mortgage-backed securities. State and local government securities are largely exempt from federal income tax and the Company’s federal statutory income tax rate of 21 percent is used in calculating the tax-equivalent yields on the tax-exempt securities. Mortgage-backed securities largely consists of short, weighted-average life U.S. agency guaranteed residential and commercial mortgage pass-through securities and to a lesser extent, short, weighted-average life U.S. agency guaranteed residential collateralized mortgage obligations. Combined, the mortgage-backed securities provide the Company with ongoing liquidity as scheduled and pre-paid principal is received on the securities.

State and local government securities carry different risks that are not as prevalent in other security types. The Company evaluates the investment grade quality of its securities in accordance with regulatory guidance. Investment grade securities are those where the issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment. An issuer has an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely payment of principal and interest are expected. In assessing credit risk, the Company may use credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO”) entities such as S&P and Moody’s as support for the evaluation; however, they are not solely relied upon. There have been no significant differences in the Company’s internal evaluation of the creditworthiness of any issuer when compared with the ratings assigned by the NRSROs.

The following table stratifies the state and local government securities by the associated NRSRO ratings. The highest issued rating was used to categorize the securities in the table for those securities where the NRSRO ratings were not at the same level.

33

December 31, 2023December 31, 2022
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
S&P: AAA / Moody’s: Aaa$446,206402,932456,074395,371
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa31,244,3441,107,0641,291,0201,102,120
S&P: A+, A, A- / Moody’s: A1, A2, A355,51155,10158,04556,865
Not rated by either entity5,8425,48614,53414,089
Total$1,751,9031,570,5831,819,6731,568,445

State and local government securities largely consist of both taxable and tax-exempt general obligation and revenue bonds. The following table stratifies the state and local government securities by the associated security type.

December 31, 2023December 31, 2022
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
General obligation - unlimited$383,400361,728421,698389,762
General obligation - limited183,078165,993186,401162,096
Revenue1,146,3411,006,0881,171,971981,486
Certificate of participation36,39634,14436,86432,464
Other2,6882,6302,7392,637
Total$1,751,9031,570,5831,819,6731,568,445

The following table outlines the five states in which the Company owns the highest concentrations of state and local government securities.

December 31, 2023December 31, 2022
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
New York$372,926334,583382,529324,651
California113,983104,960117,284102,804
Texas125,906114,753128,590113,444
Michigan82,57579,01289,37282,649
Washington98,23990,413103,10692,411
All other states958,274846,862998,792852,486
Total$1,751,9031,570,5831,819,6731,568,445

34

The following table presents the carrying amount and weighted-average yield of available-for-sale and held-to-maturity debt securities by contractual maturity at December 31, 2023. Weighted-average yields are based upon the amortized cost of securities and are calculated using the interest method which takes into consideration premium amortization, discount accretion and mortgage-backed securities’ prepayment provisions. Weighted-average yields on tax-exempt debt securities exclude the related federal income tax benefit.

One Year or LessAfter One through Five YearsAfter Five through Ten YearsAfter Ten YearsMortgage-Backed Securities 1Total
(Dollars in thousands)AmountYieldAmountYieldAmountYieldAmountYieldAmountYieldAmountYield
Available-for-sale
U.S. government and federal agency$7%$443,1561.07%$3,6604.79%$8,5244.81%$%$455,3471.16%
U.S. government sponsored enterprises%299,2191.29%%%%299,2191.29%
State and local governments3,6461.89%39,9781.82%27,8072.51%27,5012.50%%98,9322.21%
Corporate bonds%21,8503.61%3,5434.00%8600.46%%26,2533.57%
Residential mortgage-backed securities%%%%2,811,2631.22%2,811,2631.22%
Commercial mortgage-backed securities%%%%1,094,7052.53%1,094,7052.53%
Total available-for-sale3,6531.89%804,2031.25%35,0102.91%36,8852.99%3,905,9681.57%4,785,7191.54%
Held-to-maturity
U.S. government and federal agency%853,2731.62%%%%853,2731.62%
State and local governments5,2332.48%74,5512.92%184,5563.14%1,385,6602.48%%1,650,0002.57%
Residential mortgage-backed securities%%%%999,1381.62%999,1381.62%
Total held-to-maturity5,2332.48%927,8241.72%184,5563.14%1,385,6602.48%999,1381.62%3,502,4112.07%
Total debt securities$8,8862.24%$1,732,0271.49%$219,5663.10%$1,422,5452.49%$4,905,1061.58%$8,288,1301.75%

______________________________

1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds.

Based on an analysis of its available-for-sale debt securities with unrealized losses as of December 31, 2023, the Company determined their decline in value was unrelated to credit loss and was primarily the result of interest rate changes and market spreads subsequent to acquisition. The fair value of the debt securities is expected to recover as payments are received and the debt securities approach maturity. In addition, the Company determined an insignificant amount of credit losses is expected on the held-to-maturity debt securities portfolio; therefore, no ACL has been recognized at December 31, 2023.

For additional information on debt securities, see Notes 1 and 2 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

35

Lending Activity

The Company focuses its lending activities primarily on the following types of loans: 1) first-mortgage, conventional loans secured by residential properties, particularly single-family; 2) commercial lending, including agriculture and public entities; and 3) installment lending for consumer purposes (e.g., home equity, automobile, etc.). Supplemental information regarding the Company’s loan portfolio and credit quality based on regulatory classification is provided in the section captioned “Loans by Regulatory Classification” included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The regulatory classification of loans is based primarily on the type of collateral for the loans. Loan information included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the Company’s loan segments, which are based on the purpose of the loan, unless otherwise noted as a regulatory classification. The following table summarizes the Company’s loan portfolio as of the dates indicated:

December 31, 2023December 31, 2022
(Dollars in thousands)AmountPercentAmountPercent
Residential real estate$1,704,54411%$1,446,0089%
Commercial real estate10,303,30664%9,797,04765%
Other commercial2,901,86318%2,799,66819%
Home equity888,0136%822,2325%
Other consumer400,3562%381,8573%
Loans receivable16,198,082101%15,246,812101%
Allowance for credit losses(192,757)(1%)(182,283)(1%)
Loans receivable, net$16,005,325100%$15,064,529100%

The stated maturities or first repricing term (if applicable) for the loan portfolio at December 31, 2023 was as follows:

(Dollars in thousands)Residential Real EstateCommercialConsumer and OtherTotal
Variable rate maturing or repricing
In one year or less$185,9012,630,764496,6653,313,330
After one through five years616,1654,657,395393,8135,667,373
After five through fifteen years328,947313,36559642,371
Thereafter
Fixed rate maturing
In one year or less131,7451,574,908132,8191,839,472
After one through five years147,9532,661,295213,3873,022,635
After five through fifteen years272,6481,198,1846,4781,477,310
Thereafter21,185169,25845,148235,591
Total$1,704,54413,205,1691,288,36916,198,082

Residential Real Estate Lending

The Company’s lending activities consist of the origination of both construction and permanent loans on residential real estate. The Company actively solicits residential real estate loan applications from real estate brokers, contractors, existing customers, customer referrals, and online applications. The Company’s lending policies generally limit the maximum loan-to-value ratio on residential mortgage loans to 80 percent of the lesser of the appraised value or purchase price. Policies allow for higher loan-to-values with appropriate risk mitigation such as documented compensating factors, credit enhancement, and other factors. For loans held for sale, the Company complies with each investor’s loan-to-value guidelines. The Company also provides interim construction financing for single-family dwellings. These loans are supported by a term take-out commitment that may be subject to certain contingencies.

36

Consumer Land or Lot Loans

The Company originates land and lot acquisition loans to borrowers who intend to construct their primary residence on the respective land or lot. These loans are generally for a term of three to five years and are secured by the developed land or lot with the loan-to-value limited to the lesser of 75 percent of the appraised value or 75 percent of the cost.

Unimproved Land and Land Development Loans

Although the Company has originated very few unimproved land and land development loans since the economic downturn in 2008, the Company may originate such loans on properties intended for residential and commercial use where real estate market conditions show significant strength. These loans are typically made for a term of 18 months to two years and are secured by the developed property with a loan-to-value not to exceed the lesser of 75 percent of cost or 65 percent of the appraised discounted estimated bulk sale value upon completion of the improvements. The projects under development are inspected on a regular basis and advances are made on a percentage-of-completion basis. The loans are made to borrowers with real estate development experience and appropriate financial strength. Generally, the Company requires that a certain percentage of the development be pre-sold or that construction and term take-out commitments are in place prior to funding the loan. Loans made on unimproved land are generally made for a term of five to ten years with a loan-to-value not to exceed the lesser of 50 percent of appraised value or 50 percent of cost.

Residential Builder Guidance Lines

The Company provides Builder Guidance Lines that are comprised of pre-sold and spec-home construction and lot acquisition loans. The spec-home construction and lot acquisition loans are limited to a specific number and maximum amount. Generally, the individual loans will not exceed a one year maturity. The homes under construction are inspected on a regular basis and advances made on a percentage-of-completion basis.

Construction Loans

During the construction loan term, all construction loan collateral properties are inspected at least monthly, or more frequently as needed, until completion. Draws on construction loans are predicated upon the results of the inspection and advanced on a percentage-of-completion basis versus original budget percentages. When construction loans become non-performing and the associated project is not complete, the Company on a case-by-case basis makes the decision to advance additional funds or to initiate collection/foreclosure proceedings. Such decision includes obtaining “as-is” and “at completion” appraisals for consideration of potential increases or decreases in the collateral’s value. The Company also considers the increased costs of monitoring progress to completion, and the related collection/holding period costs should collateral ownership be transferred to the Company.

Commercial Real Estate Loans

Loans are made to purchase, construct and finance commercial real estate properties. These loans are generally made to borrowers who will own and occupy the property, but may include loans to finance investment or income properties. Commercial real estate loans generally have a loan-to-value up to the lesser of 75 percent of the appraised value or 75 percent of the cost and require a minimum 1.2 times debt service coverage margin.

Agricultural Lending

Agricultural lending is conducted on a conservative basis and consists of operating credits, term real estate loans for the acquisition or refinance of agricultural real estate or equipment, and term livestock loans for the acquisition or refinance of livestock. Loan-to-value on equipment, livestock and agricultural real estate is generally limited to 75 percent.

Home Equity Loans

Home equity lines of credit are generally originated with maturity terms of 15 years. At origination, borrowers can choose a variable interest rate that changes quarterly, or after the first 3 or 5 years from the origination date. The draw period for home equity lines of credit usually exists from origination to maturity. During the draw period, the Company has home equity lines of credit where the borrowers pay interest only and home equity lines of credit where borrowers pay principal and interest.

Consumer Lending

The majority of consumer loans are secured by real estate, automobiles, or other assets. The Company intends to continue making such loans because of their short-term nature, generally between three months and five years. Moreover, interest rates on consumer loans are generally higher than on residential mortgage loans.

States and Political Subdivisions Lending

The Company lends directly to state and local political subdivisions. The loans are typically secured by the full faith and credit of the municipality or a specific revenue stream such as water or sewer fees.  In general, state and local political subdivision loans carry a low risk of default and offer other complementary business opportunities such as deposits and cash management. The loans are generally long-term in nature and interest on many of these loans is tax-exempt for federal income tax purposes.

37

Credit Risk Management

The Company is committed to a conservative management of the credit risk within the loan portfolio, including the early recognition of problem loans. The Company’s credit risk management includes stringent credit policies, individual loan approval limits, limits on concentrations of credit, and committee approval of larger loan requests. Management practices also include regular internal and external credit examinations, identification and review of individual loans and leases experiencing deterioration of credit quality, procedures for the collection of non-performing assets, quarterly monitoring of the loan portfolio, semi-annual review of loans by industry, and periodic stress testing of the loans secured by real estate. Federal and state regulatory safety and soundness examinations are conducted annually.

The Company’s loan policy and credit administration practices establish standards and limits for all extensions of credit that are secured by interests in or liens on real estate, or made for the purpose of financing the construction of real property or other improvements. Ongoing monitoring and review of the loan portfolio is based on current information, including: the borrowers’ and guarantors’ creditworthiness, value of the real estate and other collateral, the project’s performance against projections, and monthly inspections by Company employees or external parties until the real estate project is complete.

Monitoring of the junior lien and home equity lines of credit portfolios includes evaluating payment delinquency, collateral values, bankruptcy notices and foreclosure filings. Additionally, the Company places junior lien mortgages and junior lien home equity lines of credit on non-accrual status when there is evidence that the associated senior lien is 90 days past due or is in the process of foreclosure, regardless of the junior lien delinquency status.

Loan Approval Limits

Individual loan approval limits have been established for each lender based on the loan types and experience of the individual. There are four additional loan approval levels: 1) the Bank divisions’ Officer Loan Committees, consisting of senior lenders and members of senior management; 2) the Bank divisions’ advisory boards; 3) the Bank’s Executive Loan Committee, consisting of the Bank divisions’ senior loan officers and the Company’s Chief Credit Administrator; and 4) the Bank’s Board of Directors. Under banking laws, loans-to-one-borrower and related entities are limited to a prescribed percentage of the unimpaired capital and surplus of the Bank.

Interest Reserves

Interest reserves are used to periodically advance loan funds to pay interest charges on the outstanding balance of the related loan. As with any extension of credit, the decision to establish a loan-funded interest reserve upon origination of construction loans, including residential construction and land, lot and other construction loans, is based on prudent underwriting, including the feasibility of the project, expected cash flow, creditworthiness of the borrower and guarantors, and the protection provided by the real estate and other underlying collateral. Interest reserves provide an effective means for addressing the cash flow characteristics of construction loans. In response to the downturn in the housing market and potential impact upon construction lending, the Company discourages the creation or continued use of interest reserves.

Interest reserves are advanced provided the related construction loan is performing as expected. Loans with interest reserves may be extended, renewed or restructured only when the related loan continues to perform as expected and meets the prudent underwriting standards identified above. Such renewals, extension or restructuring are not permitted in order to keep the related loan current.

In monitoring the performance and credit quality of a construction loan, the Company assesses the adequacy of any remaining interest reserve, and whether the use of an interest reserve remains appropriate in the presence of emerging weakness and associated risks in the construction loan.

The ongoing accrual and recognition of uncollected interest as income continues only when facts and circumstances continue to reasonably support the contractual payment of principal or interest. Loans are typically designated as non-accrual when the collection of the contractual principal or interest is unlikely and has remained unpaid for ninety days or more. For such loans, the accrual of interest and its capitalization into the loan balance will be discontinued.

The Company had $479 million and $554 million of loans with remaining interest reserves of $20.7 million and $27.7 million as of December 31, 2023 and 2022, respectively. During 2023 and 2022, the Company extended, renewed or modified 7 loans and 5 loans, respectively, with interest reserves. Such loans had an aggregate outstanding principal balance of $56.0 million and $16.2 million as of December 31, 2023 and 2022, respectively. As of December 31, 2023, the Company had no construction loans with interest reserves that are currently non-performing or that are designated potential problem loans.

38

Loan Purchases, Sales, and Servicing

Fixed rate, long-term mortgage loans are generally sold in the secondary market. The Company is active in the secondary market, primarily through the origination of conventional, Rural Development, Federal Housing Administration and Department of Veterans Affairs residential mortgages. The sale of loans in the secondary mortgage market reduces the Company’s risk of holding long-term, fixed rate loans during periods of rising interest rates. In connection with conventional loan sales, the Company typically sells the majority of mortgage loans originated with servicing released. In certain circumstances, the Company strategically retains servicing and in the current year has been more active in retaining the servicing. For the loans that are sold with servicing retained, the Company records a servicing right asset that is subsequently amortized over the life of the loan. The servicing assets are also evaluated for impairment based on the fair value of the servicing asset compared to the carrying value.

The Company has also been active in generating commercial SBA loans, and other commercial loans, with a portion of those loans sold to investors. The Company has not originated any type of subprime mortgages, either for the loan portfolio or for sale to investors. In addition, the Company has not purchased debt securities collateralized with subprime mortgages. The Company does not actively purchase loans from other financial institutions, and substantially all of the Company’s loans receivable are with customers in the Company’s geographic market areas.

Loan Origination and Other Fees

In addition to interest earned on loans, the Company receives fees for originating loans. Loan fees generally are a percentage of the principal amount of the loan and are charged to the borrower, and are normally deducted from the proceeds of the loan. Loan origination fees are generally 1.0 to 1.5 percent on residential mortgages and 0.5 to 1.5 percent on commercial loans. Consumer loans generally require a fixed fee amount. The Company also receives other fees and charges relating to existing loans, which include charges and fees collected in connection with loan modifications.

Appraisal and Evaluation Process

The Company’s loan policy and credit administration practices have adopted and implemented the applicable legal and regulatory requirements, which establishes criteria for obtaining appraisals or evaluations (new or updated), including transactions that are otherwise exempt from the appraisal requirements.

Each of the Bank divisions monitor conditions, including supply and demand factors, in the real estate markets served so they can react quickly to changing market conditions to mitigate potential losses from specific credit exposures within the loan portfolio. Evidence of the following real estate market conditions and trends is obtained from lending personnel and third party sources:

•demographic indicators, including employment and population trends;

•foreclosures, vacancy, construction and absorption rates;

•property sales prices, rental rates, and lease terms;

•current tax assessments;

•economic indicators, including trends within the lending areas; and

•valuation trends, including discount and capitalization rates.

Third party information sources include federal, state, and local governments and agencies thereof, private sector economic data vendors, real estate brokers, licensed agents, sales, rental and foreclosure data tracking services.

The time between ordering an appraisal or evaluation and receipt from third party vendors is typically two to six weeks for residential property depending on geographic market and four to eight weeks for non-residential property. For real estate properties that are of highly specialized or limited use, significantly complex or large, additional time beyond the typical times may be required for new appraisals or evaluations (new or updated).

As part of the Company’s credit administration and portfolio monitoring practices, the Company’s regular internal and external credit examinations review a significant number of individual loan files. Appraisals and evaluations (new or updated) are reviewed to determine whether the timeliness, methods, assumptions, and findings are reasonable and in compliance with the Company’s loan policy and credit administration practices. Such reviews include the adequacy of the steps taken by the Company to ensure that the individuals who perform appraisals and evaluations (new or updated) are appropriately qualified and are not subject to conflicts of interest. If there are any deficiencies noted in the reviews, they are reported to Bank management and prompt corrective action is taken.

39

Non-performing Assets

The following table summarizes information regarding non-performing assets at the dates indicated:

At or for the Years ended
(Dollars in thousands)December 31, 2023December 31, 2022December 31, 2021
Other real estate owned and foreclosed assets$1,5033218
Accruing loans 90 days or more past due3,3121,55917,141
Non-accrual loans20,81631,15150,532
Total non-performing assets$25,63132,74267,691
Non-performing assets as a percentage of subsidiary assets0.09%0.12%0.26%
ACL as a percentage of non-performing loans799%557%255%
Accruing loans 30-89 days past due$49,96720,96750,566
U.S. government guarantees included in non-performing assets$1,5032,3124,028
Interest income 1$1,0851,4502,422

______________________________

1Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each period had such loans performed pursuant to contractual terms.

Non-performing assets of $25.6 million at December 31, 2023 decreased $7.1 million, or 22 percent, over the prior year end. Non-performing assets as a percentage of subsidiary assets at December 31, 2023 was 0.09 percent compared to 0.12 percent in the prior year end. Early stage delinquencies (accruing loans 30-89 days past due) of $50.0 million at December 31, 2023 increased $29.0 million from prior year end which primarily occurred during the fourth quarter of 2023. The fourth quarter of 2023 increase included a $13 million loan that was brought current shortly after quarter end. The remaining early stage delinquencies were driven by seasonality and a few isolated loans.

Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to management, including updated appraisals or evaluations (new or updated), the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or losses to the Company. Through pro-active credit administration, the Company works closely with its borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net charge-offs or losses to the Company. With very limited exceptions, the Company does not disburse additional funds on non-performing loans. Instead, the Company proceeds to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans.

For additional information on accounting policies relating to non-performing assets, see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Modified Loans

If a loan is modified in response to a borrower’s financial difficulties such modification is known as a modification to a borrower experiencing financial difficulty (“MBFD”), and if the underlying loan is characterized as a loan. Each modified loan is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service their obligations as modified. The Company discourages the use of multiple loans when modifying loans regardless of whether or not the loans are designated an MBFD. The Company had MBFD loans of $60.6 million at December 31, 2023. For additional information on MBFDs, see Note 3 to the Consolidated Financial Statement in “Item 8. Financial Statements and Supplementary Data.”

Other Real Estate Owned and Foreclosed Assets

The book value of loans prior to the acquisition of collateral and transfer of the loans into other real estate owned (“OREO”) and other foreclosed assets during 2023 was $1.7 million. The fair value of the loan collateral acquired in foreclosure during 2023 was $1.6 million. The following table sets forth the changes in OREO for the periods indicated:

40

Years ended
(Dollars in thousands)December 31, 2023December 31, 2022
Balance at beginning of period$3218
Additions1,563907
Write-downs(8)
Sales(84)(893)
Balance at end of period$1,50332

Allowance for Credit Losses - Loans Receivable

The following table summarizes the allocation of the ACL as of the dates indicated:

December 31, 2023December 31, 2022
(Dollars in thousands)ACLPercent of Loans in CategoryACLPercent of Loans in Category
Residential real estate$22,32511%$19,68310%
Commercial real estate130,92464%125,81665%
Other commercial21,19418%21,45418%
Home equity11,7665%10,7595%
Other consumer6,5482%4,5712%
Total$192,757100%$182,283100%

The following table summarizes the ACL experience for the periods indicated:

At or for the Years ended
(Dollars in thousands)December 31, 2023% of Average LoansDecember 31, 2022% of Average LoansDecember 31, 2021% of Average Loans
Balance at beginning of period$182,283$172,665$158,243
Acquisitions371
Provision for credit losses20,79017,43316,380
Net (charge-offs) recoveries
Residential real estate(3)%63%3370.04%
Commercial real estate(1,640)(0.02)%6840.01%1,5970.02%
Other commercial(2,256)(0.08)%(2,545)(0.10)%(1,048)(0.04)%
Home equity38%2500.03%1980.03%
Other consumer(6,455)(1.64)%(6,267)(1.70)%(3,413)(1.03)%
Net Charge-offs(10,316)(0.07)%(7,815)(0.05)%(2,329)(0.02)%
Balance at end of period$192,757$182,283$172,665
ACL as a percentage of total loans1.19%1.20%1.29%
Non-accrual loans as a percentage of total loans0.13%0.20%0.38%
ACL as a percentage of non-accrual loans926.01%585.16%341.69%

41

The ACL as a percentage of total loans outstanding at December 31 2023 was 1.19 percent which was a 1 basis point decrease from the prior year end. The Company’s ACL of $193 million is considered by management to be adequate to absorb the estimated credit losses from any segment of its loan portfolio based upon management’s best estimate of current expected credit losses within the existing portfolio of loans. Should any of the factors considered by management in making this estimate change, the Company’s estimate of current expected credit losses could also change, which could affect the level of future provision of credit losses related to loans. For the periods ended December 31, 2023 and 2022, the Company believes the ACL is commensurate with the risk in the Company’s loan portfolio and is directionally consistent with the change in the quality of the Company’s loan portfolio. During 2023, provision for credit losses exceeded the charge-offs, net of recoveries, by $10.5 million. During 2022, provision for credit losses exceeded the charge-offs, net of recoveries, by $9.6 million.

At the end of each quarter, the Company analyzes its loan portfolio and maintains an ACL at a level that is appropriate and determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Determining the adequacy of the ACL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ACL methodology is designed to reasonably estimate the probable credit losses within the Company’s loan portfolio. Accordingly, the ACL is maintained within a range of estimated losses. The determination of the ACL on loans, including credit loss expense and net charge-offs, is a critical accounting estimate that involves management’s judgments about the loan portfolio that impact credit losses, including the credit risk inherent in the loan portfolio, economic forecasts nationally and in the local markets in which the Company operates, trends and changes in collateral values, delinquencies, non-performing assets, net charge-offs, credit-related policies and personnel, and other environmental factors.

In determining the allowance, the loan portfolio is separated into pools of loans that share similar risk characteristics which are the Company’s loan segments. The Company then derives estimated loss assumptions from its model by loan segment which is further segregated by the credit quality indicators. The loss assumptions are then applied to each segment of loan to estimate the ACL on the pooled loans. For any loans that do not share similar risk characteristics, the estimated credit losses are determined on an individual loan basis and such loans primarily consist of non-accrual loans. An estimated credit loss is recorded on individually reviewed loans when the fair value of a collateral-dependent loan or the present value of the loan’s expected future cash flows (discounted at the loans original effective interest rate) is less than the amortized cost of the loan.

The Company provides commercial banking services to individuals, small to medium-sized businesses, community organizations and public entities from 221 locations, including 187 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada. The states in which the Company operates have diverse economies and markets that are tied to commodities (crops, livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing and service-related. Thus, the changes in the global, national, and local economies are not uniform across the Company’s geographic locations. The geographic dispersion of these market areas helps to mitigate the risk of credit loss. The Company’s model of seventeen Bank divisions with separate management teams is also a significant benefit in mitigating and managing the Company’s credit risk. This model provides substantial local oversight to the lending and credit management function and requires multiple reviews of larger loans before credit is extended.

The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This continuous process of identifying non-performing loans is necessary to support management’s evaluation of the ACL adequacy. An independent loan review function verifying credit risk ratings evaluates the loan officer and management’s evaluation of the loan portfolio credit quality. The ACL evaluation is well documented and approved by the Company’s Board. In addition, the policy and procedures for determining the balance of the ACL are reviewed annually by the Company’s Board, the internal audit department, independent credit reviewers and state and federal bank regulatory agencies.

Although the Company continues to actively monitor economic trends and regulatory developments, no assurance can be given that the Company will not, in any particular period, sustain losses that are significant relative to the ACL amount, or that subsequent evaluations of the loan portfolio applying management’s judgment about then current factors will not require significant changes in the ACL. Under such circumstances, additional credit loss expense could result.

For additional information regarding the ACL, its relation to credit loss expense and risk related to asset quality, see Note 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Loans by Regulatory Classification

Supplemental information regarding identification of the Company’s loan portfolio and credit quality based on regulatory classification is provided in the following tables. The regulatory classification of loans is based primarily on the type of collateral for the loans. There may be differences when compared to loan tables and loan amounts appearing elsewhere which reflect the Company’s internal loan segments which are based on the purpose of the loan.

The following table summarizes the Company’s loan portfolio by regulatory classification:

(Dollars in thousands)December 31, 2023December 31, 2022$ Change% Change
Custom and owner occupied construction$290,572$298,461$(7,889)(3%)
Pre-sold and spec construction236,596297,895(61,299)(21%)
Total residential construction527,168596,356(69,188)(12%)
Land development232,966219,84213,1246%
Consumer land or lots187,545206,604(19,059)(9%)
Unimproved land87,739104,662(16,923)(16%)
Developed lots for operative builders56,14260,987(4,845)(8%)
Commercial lots87,18593,952(6,767)(7%)
Other construction900,547938,406(37,859)(4%)
Total land, lot, and other construction1,552,1241,624,453(72,329)(4%)
Owner occupied3,035,7682,833,469202,2997%
Non-owner occupied3,742,9163,531,673211,2436%
Total commercial real estate6,778,6846,365,142413,5426%
Commercial and industrial1,363,4791,377,888(14,409)(1%)
Agriculture772,458735,55336,9055%
1st lien2,127,9891,808,502319,48718%
Junior lien47,23040,4456,78517%
Total 1-4 family2,175,2191,848,947326,27218%
Multifamily residential796,538622,185174,35328%
Home equity lines of credit979,891872,899106,99212%
Other consumer229,154220,0359,1194%
Total consumer1,209,0451,092,934116,11111%
States and political subdivisions834,947797,65637,2915%
Other204,111198,0126,0993%
Total loans receivable, including loans held for sale16,213,77315,259,126954,6476%
Less loans held for sale 1(15,691)(12,314)(3,377)27%
Total loans receivable$16,198,082$15,246,812$951,2706%

______________________________

1 Loans held for sale are primarily 1st lien 1-4 family loans.

43

The following table summarizes the Company’s non-performing assets by regulatory classification:

Non-performing Assets, by Loan TypeNon- Accrual LoansAccruing Loans 90 Days or More Past DueOREO
(Dollars in thousands)December 31, 2023December 31, 2022December 31, 2023December 31, 2023December 31, 2023
Custom and owner occupied construction$214224214
Pre-sold and spec construction763389763
Total residential construction977613214763
Land development3513835
Consumer land or lots9627896
Unimproved land78
Developed lots for operative builders608251608
Commercial lots4747
Other construction12,884
Total land, lot and other construction78613,629131655
Owner occupied1,8382,0768211,017
Non-owner occupied11,01680510,757259
Total commercial real estate12,8542,88111,5782591,017
Commercial and industrial1,9713,3261,245575151
Agriculture2,5582,5742,5571
1st lien2,6642,6782,53311615
Junior lien18016614436
Total 1-4 family2,8442,8442,67715215
Multifamily residential3954,535395
Home equity lines of credit2,0431,3931,778265
Other consumer1,187911636231320
Total consumer3,2302,3042,414496320
Other163616
Total$25,63132,74220,8163,3121,503

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The following table summarizes the Company’s accruing loans 30-89 days past due by regulatory classification:

Accruing 30-89 Days Delinquent Loans, by Loan Type
(Dollars in thousands)December 31, 2023December 31, 2022$ Change% Change
Custom and owner occupied construction$2,549$1,082$1,467136%
Pre-sold and spec construction1,2191,712(493)(29%)
Total residential construction3,7682,79497435%
Land development163163n/m
Consumer land or lots62444218241%
Unimproved land120(120)(100%)
Developed lots for operative builders958(958)(100%)
Commercial lots2,159472,1124,494%
Other construction209(209)(100%)
Total land, lot and other construction2,9461,7761,17066%
Owner occupied2,2223,478(1,256)(36%)
Non-owner occupied14,47149613,9752,818%
Total commercial real estate16,6933,97412,719320%
Commercial and industrial12,9053,4399,466275%
Agriculture5941,367(773)(57%)
1st lien3,7682,1741,59473%
Junior lien1190(189)(99%)
Total 1-4 family3,7692,3641,40559%
Multifamily residential492(492)(100%)
Home equity lines of credit4,5181,1823,336282%
Other consumer3,2641,8241,44079%
Total consumer7,7823,0064,776159%
States and political subdivisions28(28)(100%)
Other1,5101,727(217)(13%)
Total$49,967$20,967$29,000138%

_________________

n/m - not measurable

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The following table summarizes the Company’s charge-offs and recoveries by regulatory classification:

Net Charge-Offs (Recoveries), Years ended, By Loan TypeCharge-OffsRecoveries
(Dollars in thousands)December 31, 2023December 31, 2022December 31, 2023December 31, 2023
Custom and owner occupied construction$17
Pre-sold and spec construction(15)(15)15
Total residential construction(15)215
Land development(135)(34)135
Consumer land or lots(19)(46)19
Other construction889889
Total land, lot and other construction735(80)889154
Owner occupied(59)55566125
Non-owner occupied799(242)8078
Total commercial real estate740313873133
Commercial and industrial364(70)1,040676
Agriculture(7)
1st lien66(109)11044
Junior lien24(302)4925
Total 1-4 family90(411)15969
Multifamily residential(136)136136
Home equity lines of credit(6)(91)129135
Other consumer1,0974511,368271
Total consumer1,0913601,497406
Other7,4477,57210,6373,190
Total$10,3167,81515,0954,779

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Sources of Funds

The Company’s deposits have traditionally been the principal source of funds for use in lending and other business purposes. The Company also obtains funds from repayment of loans and debt securities, securities sold under agreements to repurchase (“repurchase agreements”), wholesale deposits, advances from FHLB, Federal Reserve facilities, and other borrowings. Loan repayments are a relatively stable source of funds, while interest bearing deposit inflows and outflows are significantly influenced by general interest rate levels and market conditions. Borrowings and advances may be used on a short-term basis to compensate for reductions in normal sources of funds such as deposit inflows at less than projected levels. Borrowings also may be used on a long-term basis to support expanded activities, match maturities of longer-term assets or manage interest rate risk.

Deposits

The Company has several deposit programs designed to attract both short-term and long-term deposits from the general public by providing a wide selection of accounts and rates. These programs include non-interest bearing deposit accounts and interest bearing deposit accounts such as NOW, DDA, savings, money market deposits, fixed rate certificates of deposit with maturities ranging from three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. These deposits are obtained primarily from individual and business residents in the Bank’s geographic market areas. Wholesale deposits are obtained through various programs and include brokered deposits classified as NOW, DDA, money market deposits and certificate accounts. The Company’s deposits are summarized below:

December 31, 2023December 31, 2022
(Dollars in thousands)AmountPercentAmountPercent
Non-interest bearing deposits$6,022,98030%$7,690,75137%
NOW and DDA accounts5,321,25727%5,330,61426%
Savings accounts2,833,88714%3,200,32116%
Money market deposit accounts2,831,62414%3,472,28117%
Certificate accounts2,915,39315%880,5894%
Wholesale deposits4,026%31,999%
Total interest bearing deposits13,906,18770%12,915,80463%
Total deposits$19,929,167100%$20,606,555100%

Total estimated uninsured deposits were $6.081 billion and $7.234 billion at December 31, 2023 and December 31, 2022, respectively. The following table summarizes the estimated amounts outstanding at December 31, 2023 for uninsured time deposits according to the time remaining to maturity.

(Dollars in thousands)Certificates of Deposit
Within three months$542,291
Three months to six months255,865
Seven months to twelve months165,620
Over twelve months70,771
Total$1,034,547

For additional information on deposits, see Note 8 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Borrowings

The Company borrows money through repurchase agreements. This process involves the selling of one or more of the securities in the Company’s investment portfolio and simultaneously entering into an agreement to repurchase the same securities at an agreed upon later date, typically overnight. A rate of interest is paid for the agreed period of time. The Bank enters into repurchase agreements with local municipalities, and certain customers, and has adopted procedures designed to ensure proper transfer of title and safekeeping of the underlying securities. In addition to retail repurchase agreements, the Company periodically enters into wholesale repurchase agreements as additional funding sources. The Company has not entered into reverse repurchase agreements.

The Bank is a member of the FHLB of Des Moines, which is one of eleven banks that comprise the FHLB system.  The Bank is required to maintain a certain level of activity-based stock in order to borrow or to engage in other transactions with the FHLB of Des Moines. Additionally, the Bank is subject to a membership capital stock requirement that is based upon an annual calibration tied to the total assets of the Bank. The borrowings are collateralized by eligible categories of loans and debt securities (principally, securities which are obligations of, or guaranteed by, the U.S. government and its agencies), provided certain standards related to credit-worthiness have been met. Advances are made pursuant to several different credit programs, each of which has its own interest rates and range of maturities. The Bank’s maximum amount of FHLB advances is limited to the lesser of a fixed percentage of the Bank’s total assets or the discounted value of eligible collateral. FHLB advances fluctuate to meet seasonal and other withdrawals of deposits and to expand lending or investment opportunities of the Company.

During the first quarter of 2023, the Federal Reserve Bank (“FRB”) offered a new Bank Term Funding Program (“BTFP”) for eligible depository institutions. The BTFP offers loans of up to one year in length to institutions pledging collateral eligible for purchase by the FRB in open market operations such as U.S. Treasuries, U.S. Agency securities, and U.S. agency mortgage-backed securities. These assets are valued at par value. During 2023 the Company borrowed $2.740 billion from the BTFP which enabled the Company to pay off higher rate FHLB advances and support its current liquidity position. The $2.740 billion in BTFP borrowings will mature in March of 2024. In anticipation of the maturity of the BTFP borrowings, the Company strategically committed to borrowing $1.800 billion in FHLB borrowings that will mature between March of 2025 and March of 2026 at a weighted rate of 4.75 percent and a FHLB dividend adjusted weighted rate of 4.41 percent. The Company plans to pay off all of the BTFP borrowings at maturity through a combination of the committed FHLB borrowings and additional sources of liquidity.

Additionally, the Company has other sources of secured and unsecured borrowing lines from various sources that may be used from time to time.

For additional information concerning the Company’s borrowings, see Note 9 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Short-term borrowings

A critical component of the Company’s liquidity and capital resources is access to short-term borrowings to fund its operations. Short-term borrowings are accompanied by increased risks managed by the Bank’s Asset Liability Committee (“ALCO”) such as rate increases or unfavorable changes in terms which would make it more costly to obtain future short-term borrowings. The Company’s short-term borrowing sources include FHLB advances, BTFP, federal funds purchased and retail and wholesale repurchase agreements. The Company also has access to the short-term discount window borrowing programs (i.e., primary credit) of the FRB as well as a line of credit with a large national banking institution. FHLB advances and certain other short-term borrowings may be renewed as long-term borrowings to decrease certain risks such as liquidity or interest rate risk; however, the reduction in risks are weighed against the increased cost of funds and other risks.

Subordinated Debentures

In addition to funds obtained in the ordinary course of business, the Company formed or acquired financing subsidiaries for the purpose of issuing or holding trust preferred securities that entitle the investor to receive cumulative cash distributions thereon. Subordinated debentures were issued in conjunction with the trust preferred securities and the terms of the subordinated debentures and trust preferred securities are the same. For regulatory capital purposes, the trust preferred securities are included in Tier 2 capital at December 31, 2023. The subordinated debentures outstanding as of December 31, 2023 were $133 million, including fair value adjustments from acquisitions. For additional information regarding the subordinated debentures, see Note 10 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Liquidity Risk

In the normal course of business, the Company has commitments that require significant cash availability for customer deposits outflows, repurchase agreements, borrowed funds, lease obligations, off-balance sheet obligations, operating expenses and other contractual obligations. The source of funding for such requirements includes loan repayments, customer deposit inflows, borrowings and capital resources. Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost.

The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements:

1.assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time;

2.providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity; and

3.balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.

The Company has a wide range of versatility in managing the liquidity and asset/liability mix. The Bank’s ALCO meets regularly to assess liquidity risk, among other matters. The Company monitors liquidity and contingency funding alternatives through management reports of liquid assets (e.g., debt securities), both unencumbered and pledged, as well as borrowing capacity, both secured and unsecured, including off-balance sheet funding sources. During 2023, the amount of unencumbered securities decreased primarily as a result of pledging securities to collateralize borrowings. The Company evaluates its potential funding needs across alternative scenarios and maintains contingency funding plans consistent with the Company’s access to diversified sources of contingent funding.

The following table identifies certain liquidity sources and capacity available to the Company as of the dates indicated:

(Dollars in thousands)December 31, 2023December 31, 2022
FHLB advances
Borrowing capacity$4,444,5884,358,079
Amount utilized(1,800,000)
Letters of credit(2,327)(2,075)
Amount available$4,442,2612,556,004
FRB discount window
Borrowing capacity$1,916,3121,680,117
Amount utilized
Amount available$1,916,3121,680,117
FRB Bank Term Funding Program
Borrowing capacity$2,853,209
Amount utilized(2,740,000)
Amount available$113,209
Unsecured lines of credit available$565,000805,000
Unencumbered debt securities
U.S. government and federal agency$473,084811,311
U.S. government sponsored enterprises286,480
State and local governments998,9231,513,164
Corporate bonds26,25326,109
Residential mortgage-backed securities127,3282,646,766
Commercial mortgage-backed securities183,048970,300
Total unencumbered debt securities 1$1,808,6366,254,130

____________________________

1 Total unencumbered debt securities at December 31, 2023, included $441.5 million classified as AFS and $1.4 billion classified as HTM. Total unencumbered debt securities at December 31, 2022, included $3.1 billion classified as AFS, and $3.1 billion classified as HTM.

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Contractual Obligations and Off-Balance Sheet Arrangements

In the normal course of business, there may be various outstanding commitments to obtain funding and to extend credit, such as letters of credit and unfunded loan commitments, which are not reflected in the accompanying condensed consolidated financial statements. The Company assessed the off-balance sheet credit exposures as of December 31, 2023 and determined its ACL of $19.3 million was adequate to absorb the estimated credit losses. Such ACL is included in other liabilities. For additional information regarding the Company’s ACL, see “Allowance for Credit Losses - Loans Receivable” above.

Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity. The Company does not anticipate any material losses as a result of these transactions. For additional information regarding the Company’s interests in unconsolidated VIEs, see Note 7 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Capital Resources

Maintaining capital strength continues to be a long-term objective of the Company. Abundant capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to issue 234,000,000 shares of common stock of which 110,888,942 have been issued as of December 31, 2023. The Company also has the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of December 31, 2023. Conversely, the Company may decide to utilize a portion of its strong capital position, as it has done in the past, to repurchase shares of its outstanding common stock, depending on market price and other relevant considerations.

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The federal banking agencies issued final rules (“Final Rules”) that established a comprehensive regulatory capital framework based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Final Rules require the Company to hold a 2.5 percent capital conservation buffer designed to absorb losses during periods of economic stress. As of December 31, 2023, management believes the Company and Bank meet all capital adequacy requirements to which they are subject and there are no conditions or events subsequent to this date that management believes have changed the Company’s or Bank’s risk-based capital category.

The following table illustrates the Bank’s regulatory capital ratios and the Federal Reserve’s capital adequacy guidelines as of December 31, 2023:

Total Capital (To Risk-Weighted Assets)Tier 1 Capital (To Risk-Weighted Assets)Common Equity Tier 1 (To Risk-Weighted Assets)Leverage Ratio/ Tier 1 Capital (To Average Assets)
Glacier Bank actual regulatory ratios14.07%13.01%13.01%8.81%
Minimum capital requirements8.00%6.00%4.50%4.00%
Minimum capital requirements plus capital conservation buffer10.50%8.50%7.00%N/A
Well capitalized requirements10.00%8.00%6.50%5.00%

On January 1, 2020, the Company adopted the current expected credit losses (“CECL”) accounting standard that requires management’s estimate of credit losses over the expected contractual lives of the Company's relevant financial assets. On March 27, 2020, federal banking regulators issued an interim final rule to delay for two years the initial adoption impact of CECL on regulatory capital, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during 2020 and 2021 (i.e., a five-year transition period). The Company has elected to utilize the five-year transition period. During the two-year delay, the Company added back to Common Tier 1 capital 100 percent of the initial adoption impact of CECL plus 25 percent of the cumulative quarterly changes in ACL (i.e., quarterly transitional amounts). Starting on January 1, 2022, the quarterly transitional amounts along with the initial adoption impact of CECL will be phased out of Common Tier 1 capital evenly over the three-year period.

For additional information regarding regulatory capital, see Note 12 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Federal and State Income Taxes

The Company files a consolidated federal income tax return using the accrual method of accounting. All required tax returns have been timely filed. Financial institutions are subject to the provisions of the Internal Revenue Code of 1986, as amended, in the same general manner as other corporations. The federal statutory corporate income tax rate is 21 percent.

Within the Company’s geographic footprint under Montana, Idaho, Utah, Colorado and Arizona law, financial institutions are subject to a corporation income tax, which incorporates or is substantially similar to applicable provisions of the Internal Revenue Code. The corporation income tax is imposed on federal taxable income, subject to certain adjustments. State taxes are incurred at the rate of 6.75 percent in Montana, 5.80 percent in Idaho, 4.65 percent in Utah, 4.40 percent in Colorado and 4.90 percent in Arizona. Washington, Wyoming and Nevada do not impose a corporate income tax. The Company is also required to file in states other than the eight states in which it has properties.

Income tax expense for the years ended December 31, 2023 and 2022 was $44.7 million and $67.1 million, respectively. The Company’s effective income tax rate for the years ended December 31, 2023 and 2022 was 16.7 percent and 18.1 percent, respectively. The current and prior year’s low effective income tax rates were due to income from tax-exempt debt securities, municipal loans and leases and benefits from federal income tax credits. Income from tax-exempt debt securities, loans and leases was $80.2 million and $80.1 million for the years ended December 31, 2023 and 2022, respectively. Benefits from Low-Income Housing Tax Credits (“LIHTC”) federal income tax credits were $19.9 million and $15.4 million for the years ended December 31, 2023 and 2022, respectively.

The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). Administered by the Community Development Financial Institutions Fund (“CDFI Fund”) of the U.S. Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The Company also has equity investments in LIHTC’s which are indirect federal subsidies used to finance the development of affordable rental housing for low-income households. The federal income tax credits are claimed over a ten-year credit allowance period. The Company has investments of $14.6 million in Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income. The federal income tax credits on these debt securities are subject to federal and state income tax. The Company has investments in historic tax credits that are claimed over a five-year credit allowance period.

Following is a list of expected federal income tax credits to be received in the years indicated.

(Dollars in thousands)New Markets Tax CreditsLow-Income Housing Tax CreditsDebt Securities Tax CreditsHistoric Tax CreditsTotal
2024$6,38722,01961056429,580
20254,90725,47957256431,522
20264,30225,86823156430,965
20274,30223,9304256428,838
20282,28621,4744223,802
Thereafter69084,70314985,542
$22,874203,4731,6462,256230,249

For additional information on income taxes, see Note 16 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data”.

Average Balance Sheet

The following schedule provides 1) the total dollar amount of interest and dividend income of the Company for earning assets and the average yields; 2) the total dollar amount of interest expense on interest bearing liabilities and the average rates; 3) net interest and dividend income and interest rate spread; and 4) net interest margin (tax-equivalent).

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Years ended
December 31, 2023December 31, 2022December 31, 2021
(Dollars in thousands)Average BalanceInterest and DividendsAverage Yield/ RateAverage BalanceInterest and DividendsAverage Yield/ RateAverage BalanceInterest and DividendsAverage Yield/ Rate
Assets
Residential real estate loans$1,603,600$71,3284.45%$1,284,029$57,2434.46%$910,300$43,3004.76%
Commercial loans 112,982,708675,5495.20%11,902,971555,2444.66%9,900,056476,6784.81%
Consumer and other loans1,247,11474,7345.99%1,131,00054,3934.81%993,08244,6144.49%
Total loans 215,833,422821,6115.19%14,318,000666,8804.66%11,803,438564,5924.78%
Tax-exempt investment securities 31,740,74659,7163.43%1,916,73170,4383.67%1,584,31359,7133.77%
Taxable investment securities 4,58,297,203152,0031.83%8,546,792113,9521.33%6,512,20275,5531.16%
Total earning assets25,871,3711,033,3303.99%24,781,523851,2703.44%19,899,953699,8583.52%
Goodwill and intangibles1,022,0521,032,263683,000
Non-earning assets504,698603,401850,742
Total assets$27,398,121$26,417,187$21,433,695
Liabilities
Non-interest bearing deposits$6,642,339$%$8,005,821$%$6,544,843$%
NOW and DDA accounts5,167,11737,3570.72%5,387,2773,4390.06%4,325,0712,7370.06%
Savings accounts2,908,5849,9180.34%3,270,7991,1910.04%2,493,1747710.03%
Money market deposit accounts3,166,91442,2541.33%3,926,7376,4010.16%3,144,5073,9140.12%
Certificate accounts1,949,20664,1763.29%955,8293,2490.34%976,8944,6430.48%
Total core deposits19,834,160153,7050.77%21,546,46314,2800.07%17,484,48912,0650.07%
Short-term borrowings
Wholesale deposits 6173,2318,7215.03%11,8622462.07%31,103700.22%
Repurchase agreements1,301,22336,4142.80%920,9553,2000.35%994,9682,3020.23%
FHLB advances551,98626,9104.81%584,56217,3172.92%%
FRB Bank Term Funding2,133,65893,3884.38%%%
Total short-term borrowings4,160,098165,4333.92%1,517,37920,7631.35%1,026,0712,3720.23%
Long-term borrowings
Subordinated debentures and other borrowed funds209,5676,8353.26%196,1396,2183.17%166,3864,1212.48%
Total interest bearing liabilities24,203,825325,9731.35%23,259,98141,2610.18%18,676,94618,5580.10%
Other liabilities275,359249,832186,068
Total liabilities24,479,18423,509,81318,863,014
Stockholders’ Equity
Common stock1,1091,107993
Paid-in capital2,346,5752,340,9521,708,271
Retained earnings1,021,469897,587772,300
Accumulated other comprehensive (loss) income(450,216)(332,272)89,117
Total stockholders’ equity2,918,9372,907,3742,570,681
Total liabilities and stockholders’ equity$27,398,121$26,417,187$21,433,695
Net interest income (tax-equivalent)$707,357$810,009$681,300
Net interest spread (tax-equivalent)2.64%3.26%3.42%
Net interest margin (tax-equivalent)2.73%3.27%3.42%

______________________________

1Includes tax effect of $5.9 million, $6.3 million and $5.6 million on tax-exempt municipal loan and lease income for the years ended December 31, 2023, 2022 and 2021, respectively.

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2Total loans are gross of the allowance for credit losses, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period.

3Includes tax effect of $8.9 million, $14.5 million and $12.2 million on tax-exempt debt securities income for the years ended December 31, 2023, 2022 and 2021, respectively.

4Includes tax effect of $859 thousand, $901 thousand and $1.0 million on federal income tax credits for the years ended December 31, 2023, 2022 and 2021, respectively.

5Includes interest income of $42.2 million, $1.5 million and $915 thousand on average interest-bearing cash balances of $791.5 million, $120.3 million and $674.1 million for the years ended December 31, 2023, 2022 and 2021, respectively.

6Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts with contractual maturities.

Rate/Volume Analysis

Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases (or decreases) attributable to changes in the dollar levels of the Company’s interest earning assets and interest bearing liabilities (“volume”) and the yields earned and paid on such assets and liabilities (“rate”). The change in interest income and interest expense attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to rate.

Year ended December 31,Year ended December 31,
2023 vs. 20222022 vs. 2021
Increase (Decrease) Due to:Increase (Decrease) Due to:
(Dollars in thousands)VolumeRateNetVolumeRateNet
Interest income
Residential real estate loans$14,247(162)14,08517,777(3,834)13,943
Commercial loans (tax-equivalent)50,36769,939120,30696,438(17,873)78,565
Consumer and other loans5,58414,75720,3416,1963,5839,779
Investment securities (tax-equivalent)(7,500)34,82827,32839,5459,57849,123
Total interest income62,698119,362182,060159,956(8,546)151,410
Interest expense
NOW and DDA accounts(141)34,05933,91867229701
Savings accounts(132)8,8598,727240180420
Money market deposit accounts(1,238)37,09135,8539741,5142,488
Certificate accounts3,37657,55260,928(100)(1,295)(1,395)
Wholesale deposits3,3445,1308,474(43)220177
Repurchase agreements1,32131,89333,214(171)1,068897
FHLB advances(965)10,5589,59317,31717,317
FRB Bank Term Funding93,38893,388
Subordinated debentures and other borrowed funds4261916177371,3612,098
Total interest expense99,379185,333284,7122,30920,39422,703
Net interest income (tax-equivalent)$(36,681)(65,971)(102,652)157,647(28,940)128,707

Net interest income (tax-equivalent) decreased $102.7 million for the year ended December 31, 2023 compared to the same period in 2022. The historic increase in interest rates during the current year was the reason for the increase in interest expense which outpaced the increase in interest income.

Net interest income (tax-equivalent) increased $128.7 million for the year ended December 31, 2022 compared to the same period in 2021. The interest income for 2022 increased over the same period last year primarily from the acquisition of Alta, increased volume

in commercial loans and investment securities.

Cyber Risk

A failure in or breach of the Company’s operational or security systems, or those of the Company’s third-party service providers, including as a result of cyber-attacks, could disrupt business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase costs and cause losses. The Company employs detection and response mechanisms designed to contain and mitigate these risks. The Company maintains a robust information security program that is regularly

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reviewed, tested, and updated. This includes vulnerability and patch management programs, incident response planning, security monitoring, employee training, and security awareness testing. The Board's Risk Oversight Committee is responsible for monitoring the Company’s cyber risk management profile and related programs. The Board is responsible for approval of related policies.

See “Item 1A. Risk Factors” and “Item 1C. Cybersecurity” for additional information regarding our cybersecurity program and the risks we face from cybersecurity threats.

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with GAAP often requires management to use significant judgments as well as subjective and/or complex measurements in making estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The Company considers its accounting policies for the ACL, goodwill and fair value measurements to be critical accounting policies. The application of these policies has a significant impact on the Company’s consolidated financial statements and financial results could differ significantly if different judgments or estimates were applied. The following describes why the estimates are subject to uncertainty, the estimated change in the reported periods, and the sensitivity of the reported amounts to the methods, assumptions, and estimates underlying the calculation.

Allowance for Credit Losses

The allowance for credit losses for loans receivable represents management’s estimate of credit losses over the expected contractual life of the loan portfolio. Determining the adequacy of the allowance is complex and requires a high degree of judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance in those future period which is why there is such a high degree of uncertainty. Such factors or assumptions include loan volumes, delinquency status, credit ratings, historical loss experiences, estimated prepayment speeds, weighted average lives and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. As a result of the significant size of the loan portfolio, the numerous assumptions in the model, and the high degree of potential change in such assumptions, there is a high degree of sensitivity to the reported amounts. For information regarding the ACL for loans receivable, its relation to the provision for credit losses and risk related to asset quality, and the estimated change during the reported periods, see the section captioned “Allowance for Credit Losses - Loans Receivable” included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1 and 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Goodwill

The Company is required to assess goodwill for impairment on an annual basis, or more frequently if determined necessary. Goodwill of a reporting unit is tested for impairment if an event is more-likely-than-not to reduce the fair value of a reporting unit below its carrying amount. Changes in the economic environment, operations of the aggregated reporting units, or other factors could result in the decline in the fair value of the aggregated reporting units which could result in a goodwill impairment in the future. The estimate is considered to have a low amount of uncertainty unless there is an event that significantly lowers the fair value of a reporting unit estimate. Examples of events and circumstances include: significant change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, loss of key personnel, a more likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of, and the testing for recoverability of a significant asset group within a reporting unit. There were no changes to the Company’s assessment or reported amounts during 2023. For information on goodwill, see Notes 1 and 5 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Fair Value Measurements

Fair value measurement estimates are used for certain recorded and disclosed financial instruments on a recurring and non-recurring basis. Such estimates utilize a variety of assumptions which are subject to uncertainty. Certain fair value measurements have a higher degree of sensitivity of the reported amount to the methods, assumptions and estimates underlying the calculation. For information on fair value measurements and the estimated changes during the reporting periods, see Note 21 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Impact of Recently Issued Accounting Standards

Authoritative accounting guidance that impacted the Company that became effective during 2023 or 2022 include amendments to:

•FASB ASC Topic 326, Financial Instruments - Credit Losses Troubled Debt Restructurings and Vintage Disclosures

•FASB ASC Topic 848, Reference Rate Reform

Authoritative accounting guidance that may possibly have a material impact on the Company that is pending adoption at December 31, 2023 includes amendments to:

•FASB ASC Topic 232, Investments Equity Method and Joint Ventures

•FASB ASC Topic 740, Income Taxes

For additional information on the topics and the impact on the Company see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

FY 2022 10-K MD&A

SEC filing source: 0000868671-23-000045.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2023-02-24. Report date: 2022-12-31.

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

The following discussion is intended to provide a more comprehensive review of the Company’s operating results and financial condition than can be obtained from reading the Consolidated Financial Statements alone. The discussion is expected to provide investors an enhanced view of the Company from managements’ perspective. The information includes material information relevant to the Company’s financial condition and results of operations, material events and uncertainties that are reasonably likely to cause reported information not to be indicative of future operating results or future financial condition, and material financial and statistical information that the Company believes will enhance the investors’ understanding of the Company and its financial results. The discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in “Item 8. Financial Statements and Supplementary Data.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-looking statements, including those factors set forth under “Risk Factors” and in other sections in this Annual Report on Form 10-K, or the documents incorporated by reference:

•the risks associated with lending and potential adverse changes in the credit quality of loans in the Company’s portfolio;

•changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve System or the Federal Reserve Board, which could adversely affect the Company’s net interest income and margin, overall profitability, and stockholders’ equity;

•material failure, potential interruption or breach in security of the Company’s systems and technological changes which could expose us to new risks (e.g., cybersecurity), fraud or system failures;

•legislative or regulatory changes, as well as increased banking and consumer protection regulation, that may adversely affect the Company’s business;

•our ability to negotiate and complete and successfully integrate any future acquisitions;

•costs or difficulties related to the completion and integration of acquisitions;

•the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings and capital;

•reduced demand for banking products and services, whether as a result of changes in economic conditions, competition, or changes in customer behavior;

•the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's ability to obtain and maintain customers;

•competition among financial institutions in the Company's markets may increase significantly;

•the risks presented by continued public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow the Company through acquisitions;

•the projected business and profitability of an expansion or the opening of a new branch could be lower than expected;

•consolidation in the financial services industry in the Company’s markets could result in the creation of larger financial institutions with greater resources, changing the competitive landscape;

•dependence on the Chief Executive Officer (“CEO”), the senior management team and the Presidents of Glacier Bank (the “Bank”) divisions;

•natural disasters, including drought, fires, floods, earthquakes, and other unexpected events;

•the effects from Russia’s ongoing military action in Ukraine, including the broader impacts to financial markets and economic conditions;

•the Company’s success in managing risks involved in the foregoing; and

•the effects of any reputational damage to the Company resulting from any of the foregoing.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in “Item 1A. Risk Factors.” Please take into account that forward-looking statements speak only as of the date of this Annual Report on Form 10-K (or documents incorporated by reference, if applicable). Given the described uncertainties and risks, the

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Company cannot guarantee its future performance or results of operations and you should not place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly correct, revise, or update any forward-looking statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement, except as may be required under federal securities laws.

FIVE YEAR SELECTED FINANCIAL DATA

Selected Financial Data

The selected financial data of the Company is derived from the Company’s historical audited financial statements and related notes. The information set forth below should be read in conjunction with “Item 8. Financial Statements and Supplementary Data” contained elsewhere in this Annual Report on Form 10-K.

December 31,Compounded Annual Growth Rate
(Dollars in thousands, except per share data)202220212020201920181-Year5-Year
Selected Statements of Financial Condition Information
Total assets$26,635,375$25,940,645$18,504,206$13,683,999$12,115,4842.7%17.1%
Debt securities9,022,35910,370,0135,527,6502,799,8632,869,578(13.0)%25.7%
Loans receivable, net15,064,52913,259,36610,964,4539,388,3208,156,31013.6%13.1%
Allowance for credit losses(182,283)(172,665)(158,243)(124,490)(131,239)5.6%6.8%
Goodwill and intangibles1,026,9941,037,652569,522519,704338,828(1.0)%24.8%
Deposits20,606,55521,337,24914,797,52910,776,4579,493,767(3.4)%16.8%
Federal Home Loan Bank advances1,800,00038,611440,175n/m32.5%
Securities sold under agreements to repurchase and other borrowed funds1,023,2091,064,8881,037,651598,644410,859(3.9)%20.0%
Stockholders’ equity2,843,3053,177,6222,307,0411,960,7331,515,854(10.5)%13.4%
Equity per share25.6728.7124.1821.2517.93(10.6)%7.4%
Equity as a percentage of total assets10.7%12.3%12.5 %14.3%12.5%(12.9)%(3.1)%

________________________

n/m - not measurable

Years ended December 31,Compounded Annual Growth Rate
(Dollars in thousands, except per share data)202220212020201920181-Year5-Year
Summary Statements of Operations
Interest income$829,640$681,074$627,064$546,177$468,99621.8%12.1%
Interest expense41,26118,55827,31542,77335,531122.3%3.0%
Net interest income788,379662,516599,749503,404433,46519.0%12.7%
Provision for credit losses19,96323,07639,765579,953(13.5)%14.9%
Non-interest income120,732144,820172,867130,774118,824(16.6)%0.3%
Non-interest expense518,868434,822404,811374,927320,12719.3%10.1%
Income before income taxes370,280349,438328,040259,194222,2096.0%10.8%
Federal and state income tax expense67,07864,68161,64048,65040,3313.7%10.7%
Net income$303,202$284,757$266,400$210,544$181,8786.5%10.8%
Basic earnings per share$2.74$2.87$2.81$2.39$2.18(4.5)%4.7%
Diluted earnings per share$2.74$2.86$2.81$2.38$2.17(4.2)%4.8%
Dividends declared per share$1.32$1.37$1.33$1.31$1.31(3.6)%0.2%

23

At or for the Years ended December 31,
(Dollars in thousands)20222021202020192018
Selected Ratios and Other Data
Return on average assets1.15%1.33%1.62%1.64%1.59%
Return on average equity10.43%11.08%12.15%12.01%12.56%
Dividend payout ratio48.18%47.74%47.33%54.81%60.09%
Average equity to average asset ratio11.01%11.99%13.35%13.69%12.67%
Total capital (to risk-weighted assets)14.02%14.21%14.63%14.95%14.70%
Tier 1 capital (to risk-weighted assets)12.34%12.49%12.42%13.76%13.37%
Common Equity Tier 1 (to risk-weighted assets)12.34%12.49%12.42%12.58%12.10%
Tier 1 capital (to average assets)8.79%8.64%9.12%11.65%11.35%
Net interest margin on average earning assets (tax-equivalent)3.27%3.42%4.09%4.39%4.21%
Efficiency ratio 154.64%51.35%49.97%57.78%54.73%
Allowance for credit losses as a percent of loans1.20%1.29%1.42%1.31%1.58%
Allowance for credit losses as a percent of nonperforming loans557%255%470%385%266%
Non-performing assets as a percentage of subsidiary assets0.12%0.26%0.19%0.27%0.47%
Non-performing assets$32,74267,69135,43337,43756,750
Loans originated and acquired$8,039,6238,551,4197,934,8814,607,5364,301,678
Number of full time equivalent employees3,3903,4362,9702,8262,623
Number of locations221224193181167

______________________________

1 Non-interest expense before OREO expenses, core deposit intangibles amortization, goodwill impairment charges, and non-recurring expense items as a percentage of tax-equivalent net interest income and non-interest income, excluding gains or losses on sale of investments, OREO income, and non-recurring income items.

24

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2022 COMPARED TO DECEMBER 31, 2021

Highlights and Overview

The Company ended the year at $26.635 billion in assets, which was a $695 million, or 3 percent, increase over the prior year and was driven by the increase in the loan portfolio that more than offset the decreases in the debt securities. Loan growth, excluding PPP loans, was $1.974 billion, or 15 percent, during 2022 with increases in all loan categories. The Company experienced core deposit growth during the first three quarters of 2022 with a decrease during the fourth quarter of 2022 as a result of an outflow of excess higher balance deposits previously received during COVID-19. Total core deposits of $20.575 billion, decreased $737 million, or 3 percent, over the prior year end. Non-interest bearing deposits were 37 percent of total core deposits at year end 2022 and 2021.

Stockholders’ equity decreased $334 million, or $3.04 per share, which was a direct result of the increase in unrealized loss on AFS debt securities which was driven by the increased interest rates during 2022. Outside of the unrealized loss component, earnings retention contributed $161.8 million to increased tangible stockholders’ equity. The Company increased its total regular quarterly dividends declared from $1.27 per share during 2021 to $1.32 per share in 2022.

The Company had record net income for the year of $303 million, which was an increase of $18.4 million, or 6 percent, over the prior year net income of $285 million. Diluted earnings per share for the year was $2.74, a decrease of 4 percent, from the 2021 diluted earnings per share of $2.86 which was impacted by the shares issued from the acquisition of Alta. The improvement in net income for 2022 was due to the Alta acquisition in late 2021, organic loan growth, and controlled operating expenses. This record net income was achieved even with the $43.0 million decrease in gain on sale of loans, the continuing pressure from the inflationary environment, increasing business costs, and historic rate increases during 2022. The Company's net interest margin for 2022 was 3.27 percent, a 15 basis points decrease from the net interest margin of 3.42 percent from 2021, which was primarily driven by the volatile interest rate environment and the increase in higher rate borrowings to fund earning assets.

Looking forward, the Company’s future performance will depend on many factors including economic conditions in the markets the Company serves, interest rate changes, increasing competition for deposits and loans, loan quality and growth, the impact and successful integration of acquisitions, and managing regulatory requirements.

25

Financial Highlights

At or for the Years ended
(Dollars in thousands, except per share and market data)December 31, 2022December 31, 2021
Operating results
Net income$303,202284,757
Basic earnings per share$2.742.87
Diluted earnings per share$2.742.86
Dividends declared per share$1.321.37
Market value per share
Closing$49.4256.70
High$60.6967.35
Low$44.4344.55
Selected ratios and other data
Number of common stock shares outstanding110,777,780110,687,533
Average outstanding shares - basic110,757,47399,313,255
Average outstanding shares - diluted110,827,93399,398,250
Return on average assets1.15%1.33%
Return on average equity10.43%11.08%
Efficiency ratio54.64%51.35%
Dividend payout ratio48.18%47.74%
Loan to deposit ratio74.05%63.24%
Number of full time equivalent employees3,3903,436
Number of locations221224
Number of ATMs265273

Recent Acquisitions

The Company completed the following acquisition during the last two years:

•Altabancorp and its wholly-owned subsidiary, Altabank

The business combination was accounted for using the acquisition method with the results of operations included in the Company’s consolidated financial statements as of the acquisition date. For additional information regarding acquisitions, see Note 23 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” The following table discloses the fair value of selected classifications of assets and liabilities acquired:

(Dollars in thousands)Alta October 1, 2021
Total assets$4,131,662
Cash and cash equivalents1,622,727
Debt securities6,658
Loans receivable1,902,321
Non-interest bearing deposits1,201,464
Interest bearing deposits2,072,355

26

Financial Condition Analysis

Assets

The following table summarizes the Company’s assets as of the dates indicated:

(Dollars in thousands)December 31, 2022December 31, 2021$ Change% Change
Cash and cash equivalents$401,995$437,686$(35,691)(8%)
Debt securities, available-for-sale5,307,3079,170,849(3,863,542)(42%)
Debt securities, held-to-maturity3,715,0521,199,1642,515,888210%
Total debt securities9,022,35910,370,013(1,347,654)(13%)
Loans receivable
Residential real estate1,446,0081,051,883394,12537%
Commercial real estate9,797,0478,630,8311,166,21614%
Other commercial2,799,6682,664,190135,4785%
Home equity822,232736,28885,94412%
Other consumer381,857348,83933,0189%
Loans receivable15,246,81213,432,0311,814,78114%
Allowance for credit losses(182,283)(172,665)(9,618)6%
Loans receivable, net15,064,52913,259,3661,805,16314%
Other assets2,146,4921,873,580272,91215%
Total assets$26,635,375$25,940,645$694,7303%

Total debt securities of $9.022 billion at December 31, 2022 decreased $1.348 billion, or 13 percent, from the prior year end. The Company continues to selectively sell debt securities to fund organic loan growth and the reduction in deposits. Debt securities represented 34 percent of total assets at December 31, 2022 compared to 40 percent at December 31, 2021.

Excluding the PPP loans, the loan portfolio increased $1.974 billion, or 15 percent, from the prior year with the largest dollar increase in commercial real estate loans which increased $1.166 billion, or 14 percent.

27

Liabilities

The following table summarizes the Company’s liabilities as of the dates indicated:

(Dollars in thousands)December 31, 2022December 31, 2021$ Change% Change
Deposits
Non-interest bearing deposits$7,690,751$7,779,288$(88,537)(1%)
NOW and DDA accounts5,330,6145,301,83228,7821%
Savings accounts3,200,3213,180,04620,2751%
Money market deposit accounts3,472,2814,014,128(541,847)(13%)
Certificate accounts880,5891,036,077(155,488)(15%)
Core deposits, total20,574,55621,311,371(736,815)(3%)
Wholesale deposits31,99925,8786,12124%
Deposits, total20,606,55521,337,249(730,694)(3%)
Securities sold under agreements to repurchase945,9161,020,794(74,878)(7%)
Federal Home Loan Bank advances1,800,0001,800,000n/m
Other borrowed funds77,29344,09433,19975%
Subordinated debentures132,782132,620162%
Other liabilities229,524228,2661,2581%
Total liabilities$23,792,070$22,763,023$1,029,0475%

________________________

n/m - not measurable

Core deposits of $20.575 billion decreased $737 million, or 3 percent, from the prior year end. Non-interest bearing deposits were 37 percent of total core deposits at December 31, 2022 and December 31, 2021.

Federal Home Loan Bank (“FHLB”) advances increased $1.800 billion during 2022 to support liquidity needs from organic loan growth and the decrease in deposits.

Stockholders’ Equity

The following table summarizes the stockholders’ equity balances as of the dates indicated:

(Dollars in thousands, except per share data)December 31, 2022December 31, 2021$ Change% Change
Common equity$3,312,097$3,150,263$161,8345%
Accumulated other comprehensive (loss) income(468,792)27,359(496,151)(1,813%)
Total stockholders’ equity2,843,3053,177,622(334,317)(11%)
Goodwill and core deposit intangible, net(1,026,994)(1,037,652)10,658(1%)
Tangible stockholders’ equity$1,816,311$2,139,970$(323,659)(15%)
Stockholders’ equity to total assets10.67%12.25%(13%)
Tangible stockholders’ equity to total tangible assets7.09%8.59%(17%)
Book value per common share$25.67$28.71$(3.04)(11%)
Tangible book value per common share$16.40$19.33$(2.93)(15%)

Tangible stockholders’ equity decreased by $324 million from the prior year as a result of an increase in unrealized loss on the AFS debt securities which resulted from the significant increase in interest rates during the current year. Tangible book value per common share of $16.40 at the current year end decreased $2.93 per share, or 15 percent, from the prior year primarily as a result of the increase in the unrealized loss on AFS debt securities.

28

Results of Operations

In this section, the Company’s results of operations are discussed for the year ended December 31, 2022 compared to the year ended December 31, 2021. For a discussion of the year ended December 31, 2021 compared to the year ended December 31, 2020, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Income Summary

The following table summarizes income for the time periods indicated:

Years ended$ Change% Change
(Dollars in thousands)December 31, 2022December 31, 2021
Net interest income
Interest income$829,640$681,074$148,56622%
Interest expense41,26118,55822,703122%
Total net interest income788,379662,516125,86319%
Non-interest income
Service charges and other fees72,12459,31712,80722%
Miscellaneous loan fees and charges15,35012,0383,31228%
Gain on sale of loans20,03263,063(43,031)(68%)
Gain (loss) on sale of investments620(638)1,258(197%)
Other income12,60611,0401,56614%
Total non-interest income120,732144,820(24,088)(17%)
Total income$909,111$807,336$101,77513%
Net interest margin (tax-equivalent)3.27%3.42%

Net Interest Income

Net-interest income of $788 million for 2022 increased $126 million, or 19 percent, over 2021. Interest income of $830 million for the current year increased $149 million, or 22 percent, from the prior year and was primarily attributable to the acquisition of Alta and organic loan growth.

Interest expense of $41.3 million for 2022 increased $22.7 million, or 122 percent over the prior year and was the result of increased borrowings and higher interest rates. Core deposit cost (including non-interest bearing deposits) was 7 basis points for both 2022 and 2021. The total funding cost (including non-interest bearing deposits) for 2022 was 18 basis points, which increased 8 basis points compared to 10 basis points in 2021 driven by the increased borrowing rates and loan balances.

The net interest margin as a percentage of earning assets, on a tax-equivalent basis, during 2022 was 3.27 percent, a 15 basis points decrease from the net interest margin of 3.42 percent for the same period in the prior year. The core net interest margin, excluding discount accretion, the impact from non-accrual interest and the impact from the PPP loans, was 3.20 percent which was a 4 basis point decrease from the core margin of 3.24 percent in the prior year.

Non-interest Income

Non-interest income of $120.7 million for 2022 decreased $24.1 million, or 17 percent, over the same period last year and was principally due to the $43.0 million, or 68 percent, decrease in gain on sale of residential loans. Service charges and other fees of $72.1 million for 2022 increased $12.8 million, or 22 percent, from the prior year as a result of additional fees from increased customer accounts, transaction activity and the acquisition of Alta. Miscellaneous loan fees and charges increased $3.3 million, or 28 percent, primarily driven by increases in credit card interchange fees due to increased activity and the acquisition of Alta.

29

Non-interest Expense

The following table summarizes non-interest expense for the periods indicated:

Years ended$ Change% Change
(Dollars in thousands)December 31, 2022December 31, 2021
Compensation and employee benefits$319,303$270,644$48,65918%
Occupancy and equipment43,26139,3943,86710%
Advertising and promotions14,32411,9492,37520%
Data processing30,82323,4707,35331%
Other real estate owned and foreclosed assets77236(159)(67%)
Regulatory assessments and insurance12,9048,2494,65556%
Core deposit intangibles amortization10,65810,2713874%
Other expenses87,51870,60916,90924%
Total non-interest expense$518,868$434,822$84,04619%

Total non-interest expense of $519 million for 2022 increased $84.0 million, or 19 percent, over the prior year and was primarily driven by the increased costs from the acquisition of Alta. Total estimated non-interest expense for the Altabank division in 2022 was $75.5 million, an increase of $56.7 million over prior year non-interest expense of $18.9 million as a result of the acquisition occurring in the fourth quarter of 2021. Excluding the increase from the Altabank division, compensation and employee benefits increased $22.0 million, or 8 percent, over the prior year which was driven by annual salary increases and a reduction in deferred compensation from loan originations which more than offset the decrease in commission expense resulting from the slowing of mortgage loan sales. Data processing expense of $30.8 million for 2022, increased $7.4 million, or 31 percent, and was driven by increases from the Altabank division and expenses associated with technology infrastructure improvements. Other expenses of $87.5 million for 2022 increased $16.9 million, or 24 percent, from the prior year which was driven by increased costs from the Altabank division, general operating cost increases, and increased fees to outside services associated with technology infrastructure improvements. Acquisition-related expenses were $10.0 million in the current year compared to $9.8 million in the prior year.

Provision for Credit Losses

The following table summarizes the provision for credit losses on the loan portfolio, net charge-offs and select ratios relating to the provision for credit losses on loans for the previous eight quarters:

(Dollars in thousands)Provision for Credit Losses on LoansNet Charge-Offs (Recoveries)ACL as a Percent of LoansAccruing Loans 30-89 Days Past Due as a Percent of LoansNon-Performing Assets to Total Sub-sidiary Assets
Fourth quarter 2022$6,060$1,9681.20%0.14%0.12%
Third quarter 20228,3823,1541.20%0.07%0.13%
Second quarter 2022(1,353)1,8431.20%0.12%0.16%
First quarter 20224,3448501.28%0.12%0.24%
Fourth quarter 202119,3016161.29%0.38%0.26%
Third quarter 20212,3131521.36%0.23%0.24%
Second quarter 2021(5,723)(725)1.35%0.11%0.26%
First quarter 20214892,2861.39%0.40%0.19%

The provision for credit loss expense was $19.9 million for 2022, including provision for credit loss expense of $17.4 million on the loan portfolio and credit loss expense of $2.5 million on unfunded loan commitments. The prior year credit loss expense of $16.4 million on the loan portfolio included $18.1 million of provision for credit loss from the acquisition of Alta to fully fund an allowance for credit losses post-acquisition.

Excluding the impact from the acquisition of Alta, the provision for credit loss expense of $17.4 million on the loan portfolio in the current year increased $19.1 million over the prior year which was primarily attributable to organic loan growth during the current year. Net charge-offs during the current year were $7.8 million compared to $2.3 million during the prior year.

30

Efficiency Ratio

The efficiency ratio was 54.64 percent for 2022 compared to 51.35 percent for last year. Excluding the impact from the PPP loans and acquisition related expenses, the efficiency ratio was 53.88 percent in 2022 compared to 53.07 percent in 2021.

ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS

Investment Activity

The Company’s investment securities primarily consist of debt securities classified as either available-for-sale or held-to-maturity. Non-marketable equity securities consist of capital stock issued by the FHLB of Des Moines.

Debt Securities

Debt securities classified as available-for-sale are carried at estimated fair value and debt securities classified as held-to-maturity are carried at amortized cost. During the first quarter of the current year, the Company transferred $2.2 billion of available-for-sale securities with an unrealized net loss of $55.7 million into the held-to-maturity portfolio after determining it had the intent and ability to hold such securities until maturity. During the first quarter of 2021, the Company transferred $404 million of available-for-sale securities with an unrealized net gain of $3.8 million into the held-to-maturity portfolio after determining it had the intent and ability to hold such securities until maturity. The Company transferred an additional $440 million of available-for-sale securities with an unrealized net gain of $40.6 million into held-to-maturity portfolio during the second quarter of 2021. Unrealized gains or losses, net of tax, on available-for-sale debt securities are reflected as an adjustment to other comprehensive income. The Company’s debt securities are summarized below:

December 31, 2022December 31, 2021
(Dollars in thousands)Carrying AmountPercentCarrying AmountPercent
Available-for-sale
U.S. government and federal agency$444,7275%$1,346,74913%
U.S. government sponsored enterprises287,3643%240,6932%
State and local governments132,9931%488,8585%
Corporate bonds26,1091%180,7522%
Residential mortgage-backed securities3,267,34136%5,699,65955%
Commercial mortgage-backed securities1,148,77313%1,214,13812%
Total available-for-sale5,307,30759%9,170,84989%
Held-to-maturity
U.S. government and federal agency846,0469%%
State and local governments1,682,64019%1,199,16411%
Residential mortgage-backed securities1,186,36613%%
Total held-to-maturity3,715,05241%1,199,16411%
Total debt securities$9,022,359100%$10,370,013100%

The Company’s debt securities are primarily comprised of state and local government securities and mortgage-backed securities. In 2022, the Company’s debt securities were primarily comprised of U.S. government and federal agency and mortgage-backed securities. State and local government securities are largely exempt from federal income tax and the Company’s federal statutory income tax rate of 21 percent is used in calculating the tax-equivalent yields on the tax-exempt securities. Mortgage-backed securities largely consists of short, weighted-average life U.S. agency guaranteed residential and commercial mortgage pass-through securities and to a lesser extent, short, weighted-average life U.S. agency guaranteed residential collateralized mortgage obligations. Combined, the mortgage-backed securities provide the Company with ongoing liquidity as scheduled and pre-paid principal is received on the securities.

State and local government securities carry different risks that are not as prevalent in other security types. The Company evaluates the investment grade quality of its securities in accordance with regulatory guidance. Investment grade securities are those where the issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment. An issuer has an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely payment of principal and interest are expected. In assessing credit risk, the Company may use credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO”) entities such as S&P and Moody’s as support for the evaluation; however,

31

they are not solely relied upon. There have been no significant differences in the Company’s internal evaluation of the creditworthiness of any issuer when compared with the ratings assigned by the NRSROs.

The following table stratifies the state and local government securities by the associated NRSRO ratings. The highest issued rating was used to categorize the securities in the table for those securities where the NRSRO ratings were not at the same level.

December 31, 2022December 31, 2021
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
S&P: AAA / Moody’s: Aaa$456,074395,371422,413432,651
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa31,291,0201,102,1201,138,8041,172,765
S&P: A+, A, A- / Moody’s: A1, A2, A358,04556,86584,93489,715
S&P: BBB+, BBB, BBB- / Moody’s: Baa1, Baa2, Baa39296
Not rated by either entity14,53414,08914,33514,514
Total$1,819,6731,568,4451,660,5781,709,741

State and local government securities largely consist of both taxable and tax-exempt general obligation and revenue bonds. The following table stratifies the state and local government securities by the associated security type.

December 31, 2022December 31, 2021
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
General obligation - unlimited$421,698389,762606,873637,431
General obligation - limited186,401162,096108,487113,320
Revenue1,171,971981,486929,166941,894
Certificate of participation36,86432,46412,31613,254
Other2,7392,6373,7363,842
Total$1,819,6731,568,4451,660,5781,709,741

The following table outlines the five states in which the Company owns the highest concentrations of state and local government securities.

December 31, 2022December 31, 2021
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
New York$382,529324,651260,471264,776
California117,284102,804151,137160,023
Texas128,590113,444157,917161,706
Michigan89,37282,649134,903139,704
Washington103,10692,411115,834119,806
All other states998,792852,486840,316863,726
Total$1,819,6731,568,4451,660,5781,709,741

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The following table presents the carrying amount and weighted-average yield of available-for-sale and held-to-maturity debt securities by contractual maturity at December 31, 2022. Weighted-average yields are based upon the amortized cost of securities and are calculated using the interest method which takes into consideration premium amortization, discount accretion and mortgage-backed securities’ prepayment provisions. Weighted-average yields on tax-exempt debt securities exclude the federal income tax benefit.

One Year or LessAfter One through Five YearsAfter Five through Ten YearsAfter Ten YearsMortgage-Backed Securities 1Total
(Dollars in thousands)AmountYieldAmountYieldAmountYieldAmountYieldAmountYieldAmountYield
Available-for-sale
U.S. government and federal agency$%$428,1191.07%$5,1713.61%$11,4374.04%$%$444,7271.17%
U.S. government sponsored enterprises%287,3641.29%%%%287,3641.29%
State and local governments2,1931.98%41,7081.88%44,2632.80%44,8292.80%%132,9932.50%
Corporate bonds%21,5063.61%3,6414.00%9620.46%%26,1093.55%
Residential mortgage-backed securities%%%%3,267,3411.20%3,267,3411.20%
Commercial mortgage-backed securities%%%%1,148,7732.56%1,148,7732.56%
Total available-for-sale2,1931.98%778,6971.26%53,0752.97%57,2283.01%4,416,1141.54%5,307,3071.53%
Held-to-maturity
U.S. government and federal agency%620,8421.15%225,2041.25%%%846,0461.18%
State and local governments2,8452.47%37,6042.44%184,0053.12%1,458,1862.94%%1,682,6402.95%
Residential mortgage-backed securities%%%%1,186,3660.93%1,186,3660.93%
Total held-to-maturity2,8452.47%658,4463.59%409,2094.37%1,458,1862.94%1,186,3660.93%3,715,0521.90%
Total debt securities$5,0382.25%$1,437,1431.24%$462,2842.20%$1,515,4142.94%$5,602,4801.42%$9,022,3591.67%

______________________________

1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds.

Based on an analysis of its available-for-sale debt securities with unrealized losses as of December 31, 2022, the Company determined their decline in value was unrelated to credit loss and was primarily the result of interest rate changes and market spreads subsequent to acquisition. The fair value of the debt securities is expected to recover as payments are received and the debt securities approach maturity. In addition, the Company determined an insignificant amount of credit losses is expected on the held-to-maturity debt securities portfolio; therefore, no ACL has been recognized at December 31, 2022.

For additional information on debt securities, see Notes 1 and 2 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

33

Lending Activity

The Company focuses its lending activities primarily on the following types of loans: 1) first-mortgage, conventional loans secured by residential properties, particularly single-family; 2) commercial lending, including agriculture and public entities; and 3) installment lending for consumer purposes (e.g., home equity, automobile, etc.). Supplemental information regarding the Company’s loan portfolio and credit quality based on regulatory classification is provided in the section captioned “Loans by Regulatory Classification” included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The regulatory classification of loans is based primarily on the type of collateral for the loans. Loan information included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the Company’s loan segments, which are based on the purpose of the loan, unless otherwise noted as a regulatory classification. The following table summarizes the Company’s loan portfolio as of the dates indicated:

December 31, 2022December 31, 2021
(Dollars in thousands)AmountPercentAmountPercent
Residential real estate$1,446,0089%$1,051,8838%
Commercial real estate9,797,04765%8,630,83165%
Other commercial2,799,66819%2,664,19020%
Home equity822,2325%736,2886%
Other consumer381,8573%348,8392%
Loans receivable15,246,812101%13,432,031101%
ACL(182,283)(1%)(172,665)(1%)
Loans receivable, net$15,064,529100%$13,259,366100%

The stated maturities or first repricing term (if applicable) for the loan portfolio at December 31, 2022 was as follows:

(Dollars in thousands)Residential Real EstateCommercialConsumer and OtherTotal
Variable rate maturing or repricing
In one year or less$150,4542,802,966441,6593,395,079
After one through five years452,8874,294,961380,4245,128,272
After five through fifteen years228,467373,1671,568603,202
Thereafter
Fixed rate maturing
In one year or less160,6261,406,655124,2411,691,522
After one through five years177,4992,545,487206,9112,929,897
After five through fifteen years270,2531,071,5765,6261,347,455
Thereafter5,822101,90343,660151,385
Total$1,446,00812,596,7151,204,08915,246,812

Residential Real Estate Lending

The Company’s lending activities consist of the origination of both construction and permanent loans on residential real estate. The Company actively solicits residential real estate loan applications from real estate brokers, contractors, existing customers, customer referrals, and online applications. The Company’s lending policies generally limit the maximum loan-to-value ratio on residential mortgage loans to 80 percent of the lesser of the appraised value or purchase price. Policies allow for higher loan-to-values with appropriate risk mitigation such as documented compensating factors, credit enhancement, etc. For loans held for sale, the Company complies with each investor’s loan-to-value guidelines. The Company also provides interim construction financing for single-family dwellings. These loans are supported by a term take-out commitment that may be subject to certain contingencies.

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Consumer Land or Lot Loans

The Company originates land and lot acquisition loans to borrowers who intend to construct their primary residence on the respective land or lot. These loans are generally for a term of three to five years and are secured by the developed land or lot with the loan-to-value limited to the lesser of 75 percent of the appraised value or 75 percent of the cost.

Unimproved Land and Land Development Loans

Although the Company has originated very few unimproved land and land development loans since the economic downturn in 2008, the Company may originate such loans on properties intended for residential and commercial use where real estate market conditions have improved. These loans are typically made for a term of 18 months to two years and are secured by the developed property with a loan-to-value not to exceed the lesser of 75 percent of cost or 65 percent of the appraised discounted bulk sale value upon completion of the improvements. The projects under development are inspected on a regular basis and advances are made on a percentage-of-completion basis. The loans are made to borrowers with real estate development experience and appropriate financial strength. Generally, the Company requires that a certain percentage of the development be pre-sold or that construction and term take-out commitments are in place prior to funding the loan. Loans made on unimproved land are generally made for a term of five to ten years with a loan-to-value not to exceed the lesser of 50 percent of appraised value or 50 percent of cost.

Residential Builder Guidance Lines

The Company provides Builder Guidance Lines that are comprised of pre-sold and spec-home construction and lot acquisition loans. The spec-home construction and lot acquisition loans are limited to a specific number and maximum amount. Generally, the individual loans will not exceed a one year maturity. The homes under construction are inspected on a regular basis and advances made on a percentage-of-completion basis.

Construction Loans

During the construction loan term, all construction loan collateral properties are inspected at least monthly, or more frequently as needed, until completion. Draws on construction loans are predicated upon the results of the inspection and advanced based upon a percentage-of-completion basis versus original budget percentages. When construction loans become non-performing and the associated project is not complete, the Company on a case-by-case basis makes the decision to advance additional funds or to initiate collection/foreclosure proceedings. Such decision includes obtaining “as-is” and “at completion” appraisals for consideration of potential increases or decreases in the collateral’s value. The Company also considers the increased costs of monitoring progress to completion, and the related collection/holding period costs should collateral ownership be transferred to the Company.

Commercial Real Estate Loans

Loans are made to purchase, construct and finance commercial real estate properties. These loans are generally made to borrowers who will own and occupy the property, but may include loans to finance investment or income properties. Commercial real estate loans generally have a loan-to-value up to the lesser of 75 percent of the appraised value or 75 percent of the cost and require a minimum 1.2 times debt service coverage margin.

Agricultural Lending

Agricultural lending is conducted on a conservative basis and consists of operating credits, term real estate loans for the acquisition or refinance of agricultural real estate or equipment, and term livestock loans for the acquisition or refinance of livestock. Loan-to-value on equipment, livestock and agricultural real estate is generally limited to 75 percent.

PPP Loans

A PPP loan is a small business loan designed to assist qualifying businesses in keeping workers on the payroll during the Covid-19 pandemic. The program commenced on April 3, 2020 with June 30, 2020 (subsequently changed to August 8, 2020) as the last day to apply for and receive a PPP loan for the first round. As originally enacted, each PPP loan is 100% guaranteed by the SBA, has a 1% interest rate, 2-year maturity and 6-month payment deferral period starting from the loan disbursement date. The PPP program was further amended as of June 5, 2020 under the Paycheck Protection Program Flexibility Act with the primary changes to extend the period of qualifying expenditures from 8 weeks to 24 weeks, reduce the required use of funds for payroll expenses from 75% to 60%, change the deferral date from 6 months to the date of forgiveness, and extend the maturity from 2 years to 5 years for loans originated after the June 5, 2020 enactment date. A second round of the program opened up January 11, 2021, and ran through May 31, 2021.

Home Equity Loans

Home equity lines of credit are generally originated with maturity terms of 15 years. At origination, borrowers can choose a variable interest rate that changes quarterly, or after the first 3 or 5 years from the origination date. The draw period for home equity lines of credit usually exists from origination to maturity. During the draw period, the Company has home equity lines of credit where the borrowers pay interest only and home equity lines of credit where borrowers pay principal and interest.

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Consumer Lending

The majority of consumer loans are secured by real estate, automobiles, or other assets. The Company intends to continue making such loans because of their short-term nature, generally between three months and five years. Moreover, interest rates on consumer loans are generally higher than on residential mortgage loans.

States and Political Subdivisions Lending

The Company lends directly to state and local political subdivisions. The loans are typically secured by the full faith and credit of the municipality or a specific revenue stream such as water or sewer fees.  In general, state and local political subdivision loans carry a low risk of default and offer other complementary business opportunities such as deposits and cash management. The loans are generally long-term in nature and interest on many of these loans is tax-exempt for federal income tax purposes.

Credit Risk Management

The Company is committed to a conservative management of the credit risk within the loan portfolio, including the early recognition of problem loans. The Company’s credit risk management includes stringent credit policies, individual loan approval limits, limits on concentrations of credit, and committee approval of larger loan requests. Management practices also include regular internal and external credit examinations, identification and review of individual loans and leases experiencing deterioration of credit quality, procedures for the collection of non-performing assets, quarterly monitoring of the loan portfolio, semi-annual review of loans by industry, and periodic stress testing of the loans secured by real estate. Federal and state regulatory safety and soundness examinations are conducted annually.

The Company’s loan policy and credit administration practices establish standards and limits for all extensions of credit that are secured by interests in or liens on real estate, or made for the purpose of financing the construction of real property or other improvements. Ongoing monitoring and review of the loan portfolio is based on current information, including: the borrowers’ and guarantors’ creditworthiness, value of the real estate and other collateral, the project’s performance against projections, and monthly inspections by Company employees or external parties until the real estate project is complete.

Monitoring of the junior lien and home equity lines of credit portfolios includes evaluating payment delinquency, collateral values, bankruptcy notices and foreclosure filings. Additionally, the Company places junior lien mortgages and junior lien home equity lines of credit on non-accrual status when there is evidence that the associated senior lien is 90 days past due or is in the process of foreclosure, regardless of the junior lien delinquency status.

Loan Approval Limits

Individual loan approval limits have been established for each lender based on the loan types and experience of the individual. There are four additional loan approval levels: 1) the Bank divisions’ Officer Loan Committees, consisting of senior lenders and members of senior management; 2) the Bank divisions’ advisory boards; 3) the Bank’s Executive Loan Committee, consisting of the Bank divisions’ senior loan officers and the Company’s Chief Credit Administrator; and 4) the Bank’s Board of Directors. Under banking laws, loans-to-one-borrower and related entities are limited to a prescribed percentage of the unimpaired capital and surplus of the Bank.

Interest Reserves

Interest reserves are used to periodically advance loan funds to pay interest charges on the outstanding balance of the related loan. As with any extension of credit, the decision to establish a loan-funded interest reserve upon origination of construction loans, including residential construction and land, lot and other construction loans, is based on prudent underwriting, including the feasibility of the project, expected cash flow, creditworthiness of the borrower and guarantors, and the protection provided by the real estate and other underlying collateral. Interest reserves provide an effective means for addressing the cash flow characteristics of construction loans. In response to the downturn in the housing market and potential impact upon construction lending, the Company discourages the creation or continued use of interest reserves.

Interest reserves are advanced provided the related construction loan is performing as expected. Loans with interest reserves may be extended, renewed or restructured only when the related loan continues to perform as expected and meets the prudent underwriting standards identified above. Such renewals, extension or restructuring are not permitted in order to keep the related loan current.

In monitoring the performance and credit quality of a construction loan, the Company assesses the adequacy of any remaining interest reserve, and whether the use of an interest reserve remains appropriate in the presence of emerging weakness and associated risks in the construction loan.

The ongoing accrual and recognition of uncollected interest as income continues only when facts and circumstances continue to reasonably support the contractual payment of principal or interest. Loans are typically designated as non-accrual when the collection

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of the contractual principal or interest is unlikely and has remained unpaid for ninety days or more. For such loans, the accrual of interest and its capitalization into the loan balance will be discontinued.

The Company had $554 million and $374 million of loans with remaining interest reserves of $27.7 million and $17.6 million as of December 31, 2022 and 2021, respectively. During 2022 and 2021, the Company extended, renewed or restructured 5 loans and 3 loans, respectively, with interest reserves. Such loans had an aggregate outstanding principal balance of $16.2 million and $3.7 million as of December 31, 2022 and 2021, respectively. As of December 31, 2022, the Company had no construction loans with interest reserves that are currently non-performing or which are potential problem loans.

Loan Purchases, Sales, and Servicing

Fixed rate, long-term mortgage loans are generally sold in the secondary market. The Company is active in the secondary market, primarily through the origination of conventional, Rural Development, Federal Housing Administration and Department of Veterans Affairs residential mortgages. The sale of loans in the secondary mortgage market reduces the Company’s risk of holding long-term, fixed rate loans during periods of rising interest rates. In connection with conventional loan sales, the Company typically sells the majority of mortgage loans originated with servicing released. In certain circumstances, the Company strategically retains servicing and in the current year has been more active in retaining the servicing. For the loans that are sold with servicing retained, the Company records a servicing right asset that is subsequently amortized over the life of the loan. The servicing assets are also evaluated for impairment based on the fair value of the servicing asset compared to the carrying value.

The Company has also been very active in generating commercial SBA loans, and other commercial loans, with a portion of those loans sold to investors. The Company has not originated any type of subprime mortgages, either for the loan portfolio or for sale to investors. In addition, the Company has not purchased debt securities collateralized with subprime mortgages. The Company does not actively purchase loans from other financial institutions, and substantially all of the Company’s loans receivable are with customers in the Company’s geographic market areas.

Loan Origination and Other Fees

In addition to interest earned on loans, the Company receives fees for originating loans. Loan fees generally are a percentage of the principal amount of the loan and are charged to the borrower, and are normally deducted from the proceeds of the loan. Loan origination fees are generally 1.0 to 1.5 percent on residential mortgages and 0.5 to 1.5 percent on commercial loans, excluding PPP loans. Consumer loans generally require a fixed fee amount. The Company also receives other fees and charges relating to existing loans, which include charges and fees collected in connection with loan modifications.

As enticement to financial institutions to administer the program, the SBA reimburses PPP lenders for processing a PPP loan via loan fees. The fee structure changed as the PPP developed with the following reflecting the fee structure for each program:

Original Program Commencing on April 3, 2020 (round one):

•5% for loans of not more than $350,000.

•3% for loans of more than $350,000 and less than $2 million.

•1% for loans of $2 million up to a maximum loan of $10 million that were available under the original PPP.

New program commencing on January 11, 2021 for new borrowers (round two):

•50% with maximum of $2,500 for loans up to $50,000.

•5% for loans of more than $50,000 and less than $350,000.

•3% for loans of more than $350,000 and less than $2 million.

•1% for loans of $2 million up to a maximum loan of $10 million.

New program commencing on January 11, 2021 for existing borrowers (round two):

•50% with maximum of $2,500 for loans up to $50,000.

•5% for loans of more than $50,000 and less than $350,000.

•3% for loans of $350,000 up to a maximum loan of $2 million.

Appraisal and Evaluation Process

The Company’s loan policy and credit administration practices have adopted and implemented the applicable legal and regulatory requirements, which establishes criteria for obtaining appraisals or evaluations (new or updated), including transactions that are otherwise exempt from the appraisal requirements.

Each of the Bank divisions monitor conditions, including supply and demand factors, in the real estate markets served so they can react quickly to changing market conditions to mitigate potential losses from specific credit exposures within the loan portfolio. Evidence of the following real estate market conditions and trends is obtained from lending personnel and third party sources:

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•demographic indicators, including employment and population trends;

•foreclosures, vacancy, construction and absorption rates;

•property sales prices, rental rates, and lease terms;

•current tax assessments;

•economic indicators, including trends within the lending areas; and

•valuation trends, including discount and capitalization rates.

Third party information sources include federal, state, and local governments and agencies thereof, private sector economic data vendors, real estate brokers, licensed agents, sales, rental and foreclosure data tracking services.

The time between ordering an appraisal or evaluation and receipt from third party vendors is typically two to six weeks for residential property depending on geographic market and four to six weeks for non-residential property. For real estate properties that are of highly specialized or limited use, significantly complex or large, additional time beyond the typical times may be required for new appraisals or evaluations (new or updated).

As part of the Company’s credit administration and portfolio monitoring practices, the Company’s regular internal and external credit examinations review a significant number of individual loan files. Appraisals and evaluations (new or updated) are reviewed to determine whether the timeliness, methods, assumptions, and findings are reasonable and in compliance with the Company’s loan policy and credit administration practices. Such reviews include the adequacy of the steps taken by the Company to ensure that the individuals who perform appraisals and evaluations (new or updated) are appropriately qualified and are not subject to conflicts of interest. If there are any deficiencies noted in the reviews, they are reported to Bank management and prompt corrective action is taken.

Non-performing Assets

The following table summarizes information regarding non-performing assets at the dates indicated:

At or for the Years ended
(Dollars in thousands)December 31, 2022December 31, 2021December 31, 2020
Other real estate owned and foreclosed assets$32181,744
Accruing loans 90 days or more past due1,55917,1411,725
Non-accrual loans31,15150,53231,964
Total non-performing assets$32,74267,69135,433
Non-performing assets as a percentage of subsidiary assets0.12%0.26%0.19%
ACL as a percentage of non-performing loans557%255%470%
Accruing loans 30-89 days past due$20,96750,56622,721
Accruing troubled debt restructurings$35,22034,59142,003
Non-accrual troubled debt restructurings$2,3552,6273,507
U.S. government guarantees included in non-performing assets$2,3124,0283,011
Interest income 1$1,4502,4221,545

______________________________

1Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each period had such loans performed pursuant to contractual terms.

Non-performing assets of $32.7 million at December 31, 2022 decreased $34.9 million, or 52 percent, over prior year end. Non-performing assets as a percentage of subsidiary assets at December 31, 2022 was 0.12 percent compared to 0.26 percent in the prior year end.

Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to management, including updated appraisals or evaluations (new or updated), the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or losses to the Company. Through pro-active credit administration,

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the Company works closely with its borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net charge-offs or losses to the Company. With very limited exceptions, the Company does not disburse additional funds on non-performing loans. Instead, the Company proceeds to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans.

For additional information on accounting policies relating to non-performing assets, see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Restructured Loans

A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. Each restructured debt is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service their obligations as modified. The Company discourages the use of the multiple loan strategy when restructuring loans regardless of whether or not the loans are designated as TDRs. The Company had TDR loans of $37.6 million and $37.2 million at December 31, 2022 and 2021, respectively.

Other Real Estate Owned and Foreclosed Assets

The book value of loans prior to the acquisition of collateral and transfer of the loans into other real estate owned (“OREO”) and other foreclosed assets during 2022 was $1.3 million. The fair value of the loan collateral acquired in foreclosure during 2022 was $0.9 million. The following table sets forth the changes in OREO for the periods indicated:

Years ended
(Dollars in thousands)December 31, 2022December 31, 2021
Balance at beginning of period$181,744
Additions9071,482
Write-downs(120)
Sales(893)(3,088)
Balance at end of period$3218

Allowance for Credit Losses - Loans Receivable

The following table summarizes the allocation of the ACL as of the dates indicated:

December 31, 2022December 31, 2021
(Dollars in thousands)ACLPercent of Loans in CategoryACLPercent of Loans in Category
Residential real estate$19,68310%$16,4588%
Commercial real estate125,81665%117,90164%
Other commercial21,45418%24,70320%
Home equity10,7595%8,5665%
Other consumer4,5712%5,0373%
Total$182,283100%$172,665100%

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The following table summarizes the ACL experience for the periods indicated:

At or for the Years ended
(Dollars in thousands)December 31, 2022% of Average LoansDecember 31, 2021% of Average LoansDecember 31, 2020% of Average Loans
Balance at beginning of period$172,665158,243124,490
Impact of adopting CECL3,720
Acquisitions37149
Provision for credit losses17,43316,38037,637
Net (charge-offs) recoveries
Residential real estate63%3370.04%40%
Commercial real estate6840.01%1,5970.02%(2,403)(0.04)%
Other commercial(2,545)(0.10)%(1,048)(0.04)%(3,049)(0.10)%
Home equity2500.03%1980.03%(128)(0.02)%
Other consumer(6,267)(1.70)%(3,413)(1.03)%(2,113)(0.69)%
Net Charge-offs(7,815)(0.05)%(2,329)(0.02)%(7,653)(0.07)%
Balance at end of period$182,283$172,665$158,243
ACL as a percentage of total loans1.20%1.29%1.42%
Non-accrual loans as a percentage of total loans0.20%0.38%0.29%
ACL as a percentage of non-accrual loans585.16%341.69%495.07%

The ACL as a percentage of total loans outstanding at December 31 2022 was 1.20 percent which was a 9 basis points decrease from the prior year end. The Company’s ACL of $182 million is considered by management to be adequate to absorb the estimated credit losses from any segment of its loan portfolio based upon managements’ best estimate of current expected credit losses within the existing portfolio of loans. Should any of the factors considered by management in making this estimate change, the Company’s estimate of current expected credit losses could also change, which could affect the level of future provision of credit losses related to loans. For the periods ended December 31, 2022 and 2021, the Company believes the ACL is commensurate with the risk in the Company’s loan portfolio and is directionally consistent with the change in the quality of the Company’s loan portfolio. During 2022, provision for credit losses exceeded the charge-offs, net of recoveries, by $9.6 million. During the same period in 2021, the charge-offs, net of recoveries, exceeded provision for credit losses by $14.1 million.

At the end of each quarter, the Company analyzes its loan portfolio and maintains an ACL at a level that is appropriate and determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Determining the adequacy of the ACL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ACL methodology is designed to reasonably estimate the probable credit losses within the Company’s loan portfolio. Accordingly, the ACL is maintained within a range of estimated losses. The determination of the ACL on loans, including credit loss expense and net charge-offs, is a critical accounting estimate that involves management’s judgments about the loan portfolio that impact credit losses, including the credit risk inherent in the loan portfolio, economic forecasts nationally and in the local markets in which the Company operates, trends and changes in collateral values, delinquencies, non-performing assets, net charge-offs, credit-related policies and personnel, and other environmental factors.

In determining the allowance, the loan portfolio is separated into pools of loans that share similar risk characteristics which are the Company’s loan segments. The Company then derives estimated loss assumptions from its model by loan segment which is further segregated by the credit quality indicators. The loss assumptions are then applied to each segment of loan to estimate the ACL on the pooled loans. For any loans that do not share similar risk characteristics, the estimated credit losses are determined on an individual loan basis and such loans primarily consist of non-accrual loans. An estimated credit loss is recorded on individually reviewed loans when the fair value of a collateral-dependent loan or the present value of the loan’s expected future cash flows (discounted at the loans original effective interest rate) is less than the amortized cost of the loan.

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The Company provides commercial banking services to individuals, small to medium-sized businesses, community organizations and public entities from 221 locations, including 187 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada. The states in which the Company operates have diverse economies and markets that are tied to commodities (crops, livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing and service-related. Thus, the changes in the global, national, and local economies are not uniform across the Company’s geographic locations. The geographic dispersion of these market areas helps to mitigate the risk of credit loss. The Company’s model of seventeen bank divisions with separate management teams is also a significant benefit in mitigating and managing the Company’s credit risk. This model provides substantial local oversight to the lending and credit management function and requires multiple reviews of larger loans before credit is extended.

The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This continuous process of identifying non-performing loans is necessary to support management’s evaluation of the ACL adequacy. An independent loan review function verifying credit risk ratings evaluates the loan officer and management’s evaluation of the loan portfolio credit quality. The ACL evaluation is well documented and approved by the Company’s Board. In addition, the policy and procedures for determining the balance of the ACL are reviewed annually by the Company’s Board, the internal audit department, independent credit reviewers and state and federal bank regulatory agencies.

Although the Company continues to actively monitor economic trends and regulatory developments, no assurance can be given that the Company will not, in any particular period, sustain losses that are significant relative to the ACL amount, or that subsequent evaluations of the loan portfolio applying management’s judgment about then current factors will not require significant changes in the ACL. Under such circumstances, additional credit loss expense could result.

For additional information regarding the ACL, its relation to credit loss expense and risk related to asset quality, see Note 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Loans by Regulatory Classification

Supplemental information regarding identification of the Company’s loan portfolio and credit quality based on regulatory classification is provided in the following tables. The regulatory classification of loans is based primarily on the type of collateral for the loans. There may be differences when compared to loan tables and loan amounts appearing elsewhere which reflect the Company’s internal loan segments which are based on the purpose of the loan.

The following table summarizes the Company’s loan portfolio by regulatory classification:

(Dollars in thousands)December 31, 2022December 31, 2021$ Change% Change
Custom and owner occupied construction$298,461$263,758$34,70313%
Pre-sold and spec construction297,895257,56840,32716%
Total residential construction596,356521,32675,03014%
Land development219,842185,20034,64219%
Consumer land or lots206,604173,30533,29919%
Unimproved land104,66281,06423,59829%
Developed lots for operative builders60,98741,84019,14746%
Commercial lots93,95299,418(5,466)(5%)
Other construction938,406762,970175,43623%
Total land, lot, and other construction1,624,4531,343,797280,65621%
Owner occupied2,833,4692,645,841187,6287%
Non-owner occupied3,531,6733,056,658475,01516%
Total commercial real estate6,365,1425,702,499662,64312%
Commercial and industrial1,377,8881,463,022(85,134)(6%)
Agriculture735,553751,185(15,632)(2%)
1st lien1,808,5021,393,267415,23530%
Junior lien40,44534,8305,61516%
Total 1-4 family1,848,9471,428,097420,85029%
Multifamily residential622,185545,00177,18414%
Home equity lines of credit872,899761,990110,90915%
Other consumer220,035207,51312,5226%
Total consumer1,092,934969,503123,43113%
States and political subdivisions797,656615,251182,40530%
Other198,012153,14744,86529%
Total loans receivable, including loans held for sale15,259,12613,492,8281,766,29813%
Less loans held for sale 1(12,314)(60,797)48,483(80%)
Total loans receivable$15,246,812$13,432,031$1,814,78114%

______________________________

1 Loans held for sale are primarily 1st lien 1-4 family loans.

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The following table summarizes the Company’s non-performing assets by regulatory classification:

Non-performing Assets, by Loan TypeNon- Accrual LoansAccruing Loans 90 Days or More Past DueOREO
(Dollars in thousands)December 31, 2022December 31, 2021December 31, 2022December 31, 2022December 31, 2022
Custom and owner occupied construction$224237224
Pre-sold and spec construction389389
Total residential construction613237613
Land development138250138
Consumer land or lots278309145133
Unimproved land7812478
Developed lots for operative builders251251
Other construction12,88412,88412,884
Total land, lot and other construction13,62913,56713,496133
Owner occupied2,0763,9181,763313
Non-owner occupied8056,063805
Total commercial real estate2,8819,9812,568313
Commercial and industrial3,3263,0662,76054224
Agriculture2,57429,1512,574
1st lien2,6782,8702,444234
Junior lien1661361597
Total 1-4 family2,8443,0062,603241
Multifamily residential4,5356,5484,535
Home equity lines of credit1,3931,5631,255138
Other consumer9114607471568
Total consumer2,3042,0232,0022948
Other3611236
Total$32,74267,69131,1511,55932

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The following table summarizes the Company’s accruing loans 30-89 days past due by regulatory classification:

Accruing 30-89 Days Delinquent Loans, by Loan Type
(Dollars in thousands)December 31, 2022December 31, 2021$ Change% Change
Custom and owner occupied construction$1,082$1,243$(161)(13%)
Pre-sold and spec construction1,7124431,269286%
Total residential construction2,7941,6861,10866%
Consumer land or lots442149293197%
Unimproved land120305(185)(61%)
Developed lots for operative builders958958n/m
Commercial lots4747n/m
Other construction20930,788(30,579)(99%)
Total land, lot and other construction1,77631,242(29,466)(94%)
Owner occupied3,4781,7391,739100%
Non-owner occupied4961,558(1,062)(68%)
Total commercial real estate3,9743,29767721%
Commercial and industrial3,4394,732(1,293)(27%)
Agriculture1,367459908198%
1st lien2,1742,197(23)(1%)
Junior lien19087103118%
Total 1-4 family2,3642,284804%
Multifamily residential492492n/m
Home equity lines of credit1,1821,994(812)(41%)
Other consumer1,8241,6811439%
Total consumer3,0063,675(669)(18%)
States and political subdivisions281,733(1,705)(98%)
Other1,7271,45826918%
Total$20,967$50,566$(29,599)(59%)

_________________

n/m - not measurable

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The following table summarizes the Company’s charge-offs and recoveries by regulatory classification:

Net Charge-Offs (Recoveries), Years ended, By Loan TypeCharge-OffsRecoveries
(Dollars in thousands)December 31, 2022December 31, 2021December 31, 2022December 31, 2022
Custom and owner occupied construction$1717
Pre-sold and spec construction(15)(15)15
Total residential construction2(15)1715
Land development(34)(233)34
Consumer land or lots(46)(165)46
Unimproved land(241)
Total land, lot and other construction(80)(639)80
Owner occupied555(423)1,9681,413
Non-owner occupied(242)(357)242
Total commercial real estate313(780)1,9681,655
Commercial and industrial(70)411,6591,729
Agriculture(7)(20)7
1st lien(109)(331)109
Junior lien(302)(650)6308
Total 1-4 family(411)(981)6417
Multifamily residential136(40)20367
Home equity lines of credit(91)(621)85176
Other consumer451236658207
Total consumer360(385)743383
Other7,5725,14810,3742,802
Total$7,8152,32914,9707,155

45

Sources of Funds

The Company’s deposits have traditionally been the principal source of funds for use in lending and other business purposes. The Company also obtains funds from repayment of loans and debt securities, securities sold under agreements to repurchase (“repurchase agreements”), wholesale deposits, advances from FHLB and other borrowings. Loan repayments are a relatively stable source of funds, while interest bearing deposit inflows and outflows are significantly influenced by general interest rate levels and market conditions. Borrowings and advances may be used on a short-term basis to compensate for reductions in normal sources of funds such as deposit inflows at less than projected levels. Borrowings also may be used on a long-term basis to support expanded activities, match maturities of longer-term assets or manage interest rate risk.

Deposits

The Company has several deposit programs designed to attract both short-term and long-term deposits from the general public by providing a wide selection of accounts and rates. These programs include non-interest bearing deposit accounts and interest bearing deposit accounts such as NOW, DDA, savings, money market deposits, fixed rate certificates of deposit with maturities ranging from three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. These deposits are obtained primarily from individual and business residents in the Bank’s geographic market areas. Wholesale deposits are obtained through various programs and include brokered deposits classified as NOW, DDA, money market deposits and certificate accounts. The Company’s deposits are summarized below:

December 31, 2022December 31, 2021
(Dollars in thousands)AmountPercentAmountPercent
Non-interest bearing deposits$7,690,75137%$7,779,28836%
NOW and DDA accounts5,330,61426%5,301,83225%
Savings accounts3,200,32116%3,180,04615%
Money market deposit accounts3,472,28117%4,014,12819%
Certificate accounts880,5894%1,036,0775%
Wholesale deposits31,999%25,878%
Total interest bearing deposits12,915,80463%13,557,96164%
Total deposits$20,606,555100%$21,337,249100%

Total estimated uninsured deposits were $6,225,443,000 and $6,907,608,000 at December 31, 2022 and December 31, 2021, respectively. The following table summarizes the estimated amounts outstanding at December 31, 2022 for uninsured time deposits according to the time remaining to maturity.

(Dollars in thousands)Certificates of Deposit
Within three months$37,805
Three months to six months34,421
Seven months to twelve months61,178
Over twelve months77,119
Total$210,523

For additional information on deposits, see Note 8 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

46

Securities Sold Under Agreements to Repurchase, Federal Home Loan Bank Advances and Other Borrowings

The Company borrows money through repurchase agreements. This process involves the selling of one or more of the securities in the Company’s investment portfolio and simultaneously entering into an agreement to repurchase the same securities at an agreed upon later date, typically overnight. A rate of interest is paid for the agreed period of time. The Bank enters into repurchase agreements with local municipalities, and certain customers, and has adopted procedures designed to ensure proper transfer of title and safekeeping of the underlying securities. In addition to retail repurchase agreements, the Company periodically enters into wholesale repurchase agreements as additional funding sources. The Company has not entered into reverse repurchase agreements.

The Bank is a member of the FHLB of Des Moines, which is one of eleven banks that comprise the FHLB system.  The Bank is required to maintain a certain level of activity-based stock in order to borrow or to engage in other transactions with the FHLB of Des Moines. Additionally, the Bank is subject to a membership capital stock requirement that is based upon an annual calibration tied to the total assets of the Bank. The borrowings are collateralized by eligible categories of loans and debt securities (principally, securities which are obligations of, or guaranteed by, the U.S. government and its agencies), provided certain standards related to credit-worthiness have been met. Advances are made pursuant to several different credit programs, each of which has its own interest rates and range of maturities. The Bank’s maximum amount of FHLB advances is limited to the lesser of a fixed percentage of the Bank’s total assets or the discounted value of eligible collateral. FHLB advances fluctuate to meet seasonal and other withdrawals of deposits and to expand lending or investment opportunities of the Company.

Additionally, the Company has other sources of secured and unsecured borrowing lines from various sources that may be used from time to time.

For additional information concerning the Company’s borrowings, see Note 9 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Short-term borrowings

A critical component of the Company’s liquidity and capital resources is access to short-term borrowings to fund its operations. Short-term borrowings are accompanied by increased risks managed by the Bank’s Asset Liability Committee (“ALCO”) such as rate increases or unfavorable change in terms which would make it more costly to obtain future short-term borrowings. The Company’s short-term borrowing sources include FHLB advances, federal funds purchased and retail and wholesale repurchase agreements. The Company also has access to the short-term discount window borrowing programs (i.e., primary credit) of the Federal Reserve Bank (“FRB”) as well as a line of credit with a large national banking institution. FHLB advances and certain other short-term borrowings may be renewed as long-term borrowings to decrease certain risks such as liquidity or interest rate risk; however, the reduction in risks are weighed against the increased cost of funds and other risks.

The following table provides information relating to significant short-term borrowings, which consists of borrowings that mature within one year of period end:

At or for the Years ended
(Dollars in thousands)December 31, 2022December 31, 2021
Repurchase agreements
Amount outstanding at end of period$945,9161,020,794
Weighted interest rate on outstanding amount1.20%0.19%
Maximum outstanding at any month end$985,7741,040,939
Average balance$920,955994,968
Weighted-average interest rate0.35%0.23%
FHLB advances
Amount outstanding at end of period$1,800,000
Weighted interest rate on outstanding amount4.54%%
Maximum outstanding at any month end$1,800,000
Average balance$584,562
Weighted-average interest rate2.92%%

47

Subordinated Debentures

In addition to funds obtained in the ordinary course of business, the Company formed or acquired financing subsidiaries for the purpose of issuing or holding trust preferred securities that entitle the investor to receive cumulative cash distributions thereon. Subordinated debentures were issued in conjunction with the trust preferred securities and the terms of the subordinated debentures and trust preferred securities are the same. For regulatory capital purposes, the trust preferred securities are included in Tier 2 capital at December 31, 2022. The subordinated debentures outstanding as of December 31, 2022 were $133 million, including fair value adjustments from acquisitions. For additional information regarding the subordinated debentures, see Note 10 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Liquidity Risk

In the normal course of business, the Company has commitments that require material cash requirements for customer deposits outflows, repurchase agreements, borrowed funds, lease obligations, off-balance sheet obligations, operating expenses and other contractual obligations. The source of funding for such requirements includes loan repayments, customer deposit inflows, borrowings and capital resources. Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost.

The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements:

1.assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time;

2.providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity; and

3.balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.

The Company has a wide range of versatility in managing the liquidity and asset/liability mix. The Bank’s ALCO meets regularly to assess liquidity risk, among other matters. The Company monitors liquidity and contingency funding alternatives through management reports of liquid assets (e.g., debt securities), both unencumbered and pledged, as well as borrowing capacity, both secured and unsecured, including off-balance sheet funding sources. The Company evaluates its potential funding needs across alternative scenarios and maintains contingency funding plans consistent with the Company’s access to diversified sources of contingent funding.

48

The following table identifies certain liquidity sources and capacity available to the Company as of the dates indicated:

(Dollars in thousands)December 31, 2022December 31, 2021
FHLB advances
Borrowing capacity$4,358,0792,995,622
Amount utilized(1,800,000)
Letters of credit(2,075)(1,631)
Amount available$2,556,0042,993,991
FRB discount window
Borrowing capacity$1,680,1171,450,908
Amount utilized
Amount available$1,680,1171,450,908
Unsecured lines of credit available$805,000635,000
Unencumbered debt securities
U.S. government and federal agency$811,3111,346,749
U.S. government sponsored enterprises286,480240,693
State and local governments1,513,164796,323
Corporate bonds26,109180,752
Residential mortgage-backed securities2,646,7664,094,713
Commercial mortgage-backed securities970,3001,023,131
Total unencumbered debt securities 1$6,254,1307,682,361

____________________________

1 Total unencumbered debt securities at December 31, 2022, included $3.1 billion classified as AFS and $3.1 billion classified as HTM. Total unencumbered debt securities at December 31, 2021, included $7.0 billion classified as AFS, and $682 million classified as HTM.

Contractual Obligations and Off-Balance Sheet Arrangements

In the normal course of business, there may be various outstanding commitments to obtain funding and to extend credit, such as letters of credit and unfunded loan commitments, which are not reflected in the accompanying condensed consolidated financial statements. The Company assessed the off-balance sheet credit exposures as of December 31, 2022 and determined its ACL of $25.3 million was adequate to absorb the estimated credit losses. Such ACL is included in other liabilities.

Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity. The Company does not anticipate any material losses as a result of these transactions. For additional information regarding the Company’s interests in unconsolidated VIEs, see Note 7 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

49

Capital Resources

Maintaining capital strength continues to be a long-term objective of the Company. Abundant capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to issue 234,000,000 shares of common stock of which 110,777,780 have been issued as of December 31, 2022. The Company also has the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of December 31, 2022. Conversely, the Company may decide to utilize a portion of its strong capital position, as it has done in the past, to repurchase shares of its outstanding common stock, depending on market price and other relevant considerations.

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The federal banking agencies issued final rules (“Final Rules”) that established a comprehensive regulatory capital framework based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Final Rules require the Company to hold a 2.5 percent capital conservation buffer designed to absorb losses during periods of economic stress. As of December 31, 2022, management believes the Company and Bank meet all capital adequacy requirements to which they are subject and there are no conditions or events subsequent to this date that management believes have changed the Company’s or Bank’s risk-based capital category.

The following table illustrates the Bank’s regulatory capital ratios and the Federal Reserve’s capital adequacy guidelines as of December 31, 2022:

Total Capital (To Risk-Weighted Assets)Tier 1 Capital (To Risk-Weighted Assets)Common Equity Tier 1 (To Risk-Weighted Assets)Leverage Ratio/ Tier 1 Capital (To Average Assets)
Glacier Bank actual regulatory ratios13.58%12.60%12.60%8.97%
Minimum capital requirements8.00%6.00%4.50%4.00%
Minimum capital requirements plus capital conservation buffer10.50%8.50%7.00%N/A
Well capitalized requirements10.00%8.00%6.50%5.00%

On January 1, 2020, the Company adopted the current expected credit losses (“CECL”) accounting standard that requires management’s estimate of credit losses over the expected contractual lives of the Company's relevant financial assets. On March 27, 2020, federal banking regulators issued an interim final rule to delay for two years the initial adoption impact of CECL on regulatory capital, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during 2020 and 2021 (i.e., a five-year transition period). The Company has elected to utilize the five-year transition period. During the two-year delay, the Company added back to Common Tier 1 capital 100 percent of the initial adoption impact of CECL plus 25 percent of the cumulative quarterly changes in ACL (i.e., quarterly transitional amounts). Starting on January 1, 2022, the quarterly transitional amounts along with the initial adoption impact of CECL will be phased out of Common Tier 1 capital evenly over the three-year period.

For additional information regarding regulatory capital, see Note 12 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

50

Federal and State Income Taxes

The Company files a consolidated federal income tax return using the accrual method of accounting. All required tax returns have been timely filed. Financial institutions are subject to the provisions of the Internal Revenue Code of 1986, as amended, in the same general manner as other corporations. The federal statutory corporate income tax rate is 21 percent.

Within the Company’s geographic footprint under Montana, Idaho, Utah, Colorado and Arizona law, financial institutions are subject to a corporation income tax, which incorporates or is substantially similar to applicable provisions of the Internal Revenue Code. The corporation income tax is imposed on federal taxable income, subject to certain adjustments. State taxes are incurred at the rate of 6.75 percent in Montana, 6.00 percent in Idaho, 4.85 percent in Utah, 4.55 percent in Colorado and 4.90 percent in Arizona. Washington, Wyoming and Nevada do not impose a corporate income tax. The Company is also required to file in states other than the eight states in which it has properties.

Income tax expense for the years ended December 31, 2022 and 2021 was $67.1 million and $64.7 million, respectively. The Company’s effective income tax rate for the years ended December 31, 2022 and 2021 was 18.1 percent and 18.5 percent, respectively. The current and prior year’s low effective income tax rates were due to income from tax-exempt debt securities, municipal loans and leases and benefits from federal income tax credits. Income from tax-exempt debt securities, loans and leases was $80.1 million and $69.2 million for the years ended December 31, 2022 and 2021, respectively. Benefits from federal income tax credits were $15.4 million and $12.3 million for the years ended December 31, 2022 and 2021, respectively.

The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). Administered by the Community Development Financial Institutions Fund (“CDFI Fund”) of the U.S. Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The Company also has equity investments in Low-Income Housing Tax Credits (“LIHTC”) which are indirect federal subsidies used to finance the development of affordable rental housing for low-income households. The federal income tax credits are claimed over a ten-year credit allowance period. The Company has investments of $15.3 million in Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income. The federal income tax credits on these debt securities are subject to federal and state income tax.

Following is a list of expected federal income tax credits to be received in the years indicated.

(Dollars in thousands)New Markets Tax CreditsLow-Income Housing Tax CreditsDebt Securities Tax CreditsTotal
2023$7,40816,68364224,733
20245,81220,97760227,391
20254,33221,77945126,562
20263,61221,79521925,626
20273,61219,8534223,507
Thereafter1,59677,57119079,357
$26,372178,6582,146207,176

For additional information on income taxes, see Note 16 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data”.

Average Balance Sheet

The following schedule provides 1) the total dollar amount of interest and dividend income of the Company for earning assets and the average yields; 2) the total dollar amount of interest expense on interest bearing liabilities and the average rates; 3) net interest and dividend income and interest rate spread; and 4) net interest margin (tax-equivalent).

51

Years ended
December 31, 2022December 31, 2021December 31, 2020
(Dollars in thousands)Average BalanceInterest and DividendsAverage Yield/ RateAverage BalanceInterest and DividendsAverage Yield/ RateAverage BalanceInterest and DividendsAverage Yield/ Rate
Assets
Residential real estate loans$1,284,029$57,2434.46%$910,300$43,3004.76%$1,006,001$46,3924.61%
Commercial loans 111,902,971555,2444.66%9,900,056476,6784.81%9,057,210441,7624.88%
Consumer and other loans1,131,00054,3934.81%993,08244,6144.49%948,37944,5594.70%
Total loans 214,318,000666,8804.66%11,803,438564,5924.78%11,011,590532,7134.84%
Tax-exempt investment securities 31,916,73170,4383.67%1,584,31359,7133.77%1,306,64052,2014.00%
Taxable investment securities 48,546,792113,9521.33%6,512,20275,5531.16%2,746,85559,0272.15%
Total earning assets24,781,523851,2703.44%19,899,953699,8583.52%15,065,085643,9414.27%
Goodwill and intangibles1,032,263683,000564,603
Non-earning assets603,401850,742784,075
Total assets$26,417,187$21,433,695$16,413,763
Liabilities
Non-interest bearing deposits$8,005,821$%$6,544,843$%$4,772,386$%
NOW and DDA accounts5,387,2773,4390.06%4,325,0712,7370.06%3,094,6752,8490.09%
Savings accounts3,270,7991,1910.04%2,493,1747710.03%1,737,2727420.04%
Money market deposit accounts3,926,7376,4010.16%3,144,5073,9140.12%2,356,5085,0770.22%
Certificate accounts955,8293,2490.34%976,8944,6430.48%986,1268,5680.87%
Wholesale deposits 511,8622462.07%31,103700.22%78,2833840.49%
Repurchase agreements920,9553,2000.35%994,9682,3020.23%783,1013,6010.94%
FHLB advances584,56217,3172.92%%79,2777330.91%
Subordinated debentures and other borrowed funds196,1396,2183.17%166,3864,1212.48%172,1045,3613.11%
Total interest bearing liabilities23,259,98141,2610.18%18,676,94618,5580.10%14,059,73227,3150.19%
Other liabilities249,832186,068162,079
Total liabilities23,509,81318,863,01414,221,811
Stockholders’ Equity
Common stock1,107993949
Paid-in capital2,340,9521,708,2711,474,359
Retained earnings897,587772,300604,796
Accumulated other comprehensive income (loss)(332,272)89,117111,848
Total stockholders’ equity2,907,3742,570,6812,191,952
Total liabilities and stockholders’ equity$26,417,187$21,433,695$16,413,763
Net interest income (tax-equivalent)$810,009$681,300$616,626
Net interest spread (tax-equivalent)3.26%3.42%4.08%
Net interest margin (tax-equivalent)3.27%3.42%4.09%

______________________________

1Includes tax effect of $6.3 million, $5.6 million and $5.3 million on tax-exempt municipal loan and lease income for the years ended December 31, 2022, 2021 and 2020, respectively.

2Total loans are gross of the allowance for credit losses, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period.

3Includes tax effect of $14.5 million, $12.2 million and $10.5 million on tax-exempt debt securities income for the years ended December 31, 2022, 2021 and 2020, respectively.

4Includes tax effect of $901 thousand, $1.0 million and $1.1 million on federal income tax credits for the years ended December 31, 2022, 2021 and 2020, respectively.

5Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts with contractual maturities.

52

Rate/Volume Analysis

Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases (or decreases) attributable to changes in the dollar levels of the Company’s interest earning assets and interest bearing liabilities (“volume”) and the yields earned and paid on such assets and liabilities (“rate”). The change in interest income and interest expense attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to rate.

Year ended December 31,Year ended December 31,
2022 vs. 20212021 vs. 2020
Increase (Decrease) Due to:Increase (Decrease) Due to:
(Dollars in thousands)VolumeRateNetVolumeRateNet
Interest income
Residential real estate loans$17,777(3,834)13,943(4,413)1,321(3,092)
Commercial loans (tax-equivalent)96,438(17,873)78,56539,791(4,874)34,917
Consumer and other loans6,1963,5839,7791,972(1,917)55
Investment securities (tax-equivalent)39,5459,57849,123110,940(86,900)24,040
Total interest income159,956(8,546)151,410148,290(92,370)55,920
Interest expense
NOW and DDA accounts672297011,122(1,233)(111)
Savings accounts240180420319(290)29
Money market deposit accounts9741,5142,4881,679(2,843)(1,164)
Certificate accounts(100)(1,295)(1,395)(103)(3,821)(3,924)
Wholesale deposits(43)220177(232)(83)(315)
Repurchase agreements(171)1,068897962(2,260)(1,298)
FHLB advances17,31717,317(733)(733)
Subordinated debentures and other borrowed funds7371,3612,098(193)(1,048)(1,241)
Total interest expense2,30920,39422,7032,821(11,578)(8,757)
Net interest income (tax-equivalent)$157,647(28,940)128,707145,469(80,792)64,677

Net interest income (tax-equivalent) increased $128.7 million for the year ended December 31, 2022 compared to the same period in 2021. The interest income for 2022 increased over the same period last year primarily from the acquisition of Alta, increased volume in commercial loans and investment securities.

Net interest income (tax-equivalent) increased $64.7 million for the year ended December 31, 2021 compared to the same period in 2020. The interest income for 2021 increased over the same period last year primarily from the acquisition of Alta, increased volume

in commercial loans and investment securities. The growth in the investment securities was the result of security purchases utilizing

the $1.623 billion of cash received from the Alta acquisition, excess liquidity from the increase in core deposits, and SBA forgiveness

of PPP loans. Total interest expense decreased from the prior year primarily from the decreased rates on deposits.

Cyber Risk

A failure in or breach of the Company’s operational or security systems, or those of the Company’s third party service providers, including as a result of cyber-attacks, could disrupt business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase costs and cause losses. The Company employs detection and response mechanisms designed to contain and mitigate these risks. The Company maintains a robust information security program that is regularly reviewed, tested, and updated. This includes vulnerability and patch management programs, incident response planning, security monitoring, employee training, and security awareness testing. The Board's Risk Oversight Committee is responsible for monitoring the Company’s cyber risk management profile and related programs. The Board is responsible for approval of related policies.

53

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with GAAP often requires management to use significant judgments as well as subjective and/or complex measurements in making estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The Company considers its accounting policies for the ACL, goodwill and fair value measurements to be critical accounting policies. The application of these policies has a significant impact on the Company’s consolidated financial statements and financial results could differ significantly if different judgments or estimates were applied. The following describes why the estimates are subject to uncertainty, the estimated change in the reported periods, and the sensitivity of the reported amounts to the methods, assumptions, and estimates underlying the calculation.

Allowance for Credit Losses

The allowance for credit losses for loans receivable represents management’s estimate of credit losses over the expected contractual life of the loan portfolio. Determining the adequacy of the allowance is complex and requires a high degree of judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance in those future period which is why there is such a high degree of uncertainty. Such factors or assumptions include loan volumes, delinquency status, credit ratings, historical loss experiences, estimated prepayment speeds, weighted average lives and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. As a result of the significant size of the loan portfolio, the numerous assumptions in the model, and the high degree of potential change in such assumptions, there is a high degree of sensitivity to the reported amounts. For information regarding the ACL for loans receivable, its relation to the provision for credit losses and risk related to asset quality, and the estimated change during the reported periods, see the section captioned “Allowance for Credit Losses - Loans Receivable” included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1 and 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Goodwill

The Company is required to assess goodwill for impairment on an annual basis, or more frequently if determined necessary. Goodwill of a reporting unit is tested for impairment if an event is more-likely-than-not to reduce the fair value of a reporting unit below its carrying amount. Changes in the economic environment, operations of the aggregated reporting units, or other factors could result in the decline in the fair value of the aggregated reporting units which could result in a goodwill impairment in the future. The estimate is considered to have a low amount of uncertainty unless there is an event that significantly lowers the goodwill fair value estimate. Examples of events and circumstances include: significant change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, loss of key personnel, a more likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of, and the testing for recoverability of a significant asset group within a reporting unit. There were no changes to the Company’s assessment or reported amounts during 2022. For information on goodwill, see Notes 1 and 5 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Fair Value Measurements

Fair value measurement estimates are used for certain recorded and disclosed financial instruments on a recurring and non-recurring basis. Such estimates utilize a variety of assumptions which are subject to uncertainty. Certain fair value measurements have a higher degree of sensitivity of the reported amount to the methods, assumptions and estimates underlying the calculation. For information on fair value measurements and the estimated changes during the reporting periods, see Note 21 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Impact of Recently Issued Accounting Standards

There was no Authoritative accounting guidance that had a material impact on the Company that became effective during 2022 or 2021. Authoritative accounting guidance that may possibly have a material impact on the Company that is pending adoption at December 31, 2022 includes amendments to:

•FASB ASC Topic 326, Financial Instruments - Credit Losses Troubled Debt Restructurings and Vintage Disclosures

•FASB ASC Topic 848, Reference Rate Reform

For additional information on the topics and the impact on the Company see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

FY 2021 10-K MD&A

SEC filing source: 0000868671-22-000053.

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2022-02-23. Report date: 2021-12-31.

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

The following discussion is intended to provide a more comprehensive review of the Company’s operating results and financial condition than can be obtained from reading the Consolidated Financial Statements alone. The discussion is expected to provide investors an enhanced view of the Company from managements’ perspective. The information includes material information relevant to the Company’s financial condition and results of operations, material events and uncertainties that are reasonably likely to cause reported information not to be indicative of future operating results or future financial condition, and material financial and statistical information that the Company believes will enhance the investors’ understanding of the Company and its financial results. The discussion should be read in conjunction with the Consolidated Financial Statements and the notes thereto included in “Item 8. Financial Statements and Supplementary Data.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the Company’s plans, objectives, expectations and intentions that are not historical facts, and other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “should,” “projects,” “seeks,” “estimates” or the negative version of those words or other comparable words or phrases of a future or forward-looking nature. These forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. The following factors, among others, could cause actual results to differ materially from the anticipated results (express or implied) or other expectations in the forward-looking statements, including those factors set forth under “Risk Factors” and in other sections in this Annual Report on Form 10-K, or the documents incorporated by reference:

•the risks associated with lending and potential adverse changes on the credit quality of loans in the Company’s portfolio;

•changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve System or the Federal Reserve Board, which could adversely affect the Company’s net interest income and margin and overall profitability;

•legislative or regulatory changes, such as the those signaled by the Biden Administration, as well as increased banking and consumer protection regulation that adversely affect the Company’s business;

•ability to complete pending or prospective future acquisitions;

•costs or difficulties related to the completion and integration of acquisitions;

•the goodwill the Company has recorded in connection with acquisitions could become impaired, which may have an adverse impact on earnings and capital;

•reduced demand for banking products and services;

•the reputation of banks and the financial services industry could deteriorate, which could adversely affect the Company's ability to obtain and maintain customers;

•competition among financial institutions in the Company's markets may increase significantly;

•the risks presented by continued public stock market volatility, which could adversely affect the market price of the Company’s common stock and the ability to raise additional capital or grow the Company through acquisitions;

•the projected business and profitability of an expansion or the opening of a new branch could be lower than expected;

•consolidation in the financial services industry in the Company’s markets resulting in the creation of larger financial institutions who may have greater resources could change the competitive landscape;

•dependence on the Chief Executive Officer (“CEO”), the senior management team and the Presidents of Glacier Bank (the “Bank”) divisions;

•material failure, potential interruption or breach in security of the Company’s systems and technological changes which could expose us to new risks (e.g., cybersecurity), fraud or system failures;

•natural disasters, including fires, floods, earthquakes, and other unexpected events;

•the Company’s success in managing risks involved in the foregoing; and

•the effects of any reputational damage to the Company resulting from any of the foregoing.

Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in “Item 1A. Risk Factors.” Please take into account that forward-looking statements speak only as of the date of this Annual Report on Form 10-K (or documents incorporated by reference, if applicable). Given the described uncertainties and risks, the Company cannot guarantee its future performance or results of operations and you should not place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly correct, revise, or update any forward-looking statement if it later becomes aware that actual results are likely to differ materially from those expressed in such forward-looking statement, except as may be required under federal securities laws.

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FIVE YEAR SELECTED FINANCIAL DATA

Non-GAAP Financial Measures

In addition to the results presented in accordance with GAAP, this Annual Report on Form 10-K contains certain non-GAAP financial measures in the selected financial data below. The Company believes that providing these non-GAAP financial measures provides investors with information useful in understanding and comparing the Company’s financial performance, performance trends, and financial position. While the Company uses these non-GAAP measures in its analysis of the Company’s performance, this information should not be considered an alternative to measurements required by GAAP. The following table provides a reconciliation of certain GAAP financial measures to non-GAAP financial measures.

Year ended December 31, 2017
(Dollars in thousands, except per share data)GAAPTax Act AdjustmentNon-GAAP
Federal and state income tax expense$64,625(19,699)44,926
Net income$116,37719,699136,076
Basic earnings per share$1.500.251.75
Diluted earnings per share$1.500.251.75
Return on average assets1.20%0.21%1.41%
Return on average equity9.80%1.66%11.46%
Dividend payout ratio76.00%(10.86%)65.14%
Effective income tax rate35.70%(10.88%)24.82%

The reconciling item between the GAAP and non-GAAP financial measures was due to the one-time tax expense of $19.7 million during the year ended December 31, 2017. The one-time tax expense was driven by The Tax Cuts and Jobs Act (“Tax Act”) and the change in the federal marginal corporate income tax rate from 35 percent to 21 percent for 2018 and future years, which resulted in the revaluation of its deferred tax assets and deferred tax liabilities (“net deferred tax asset”). The Company believes the financial results are more comparable excluding the impact of the revaluation of the net deferred tax asset.

Basic earnings per share is calculated by dividing net income by average outstanding shares and diluted earnings per share is calculated by dividing net income by diluted average outstanding shares. The one-time tax expense of $19.7 million was included in determining income for both the GAAP basic earnings per share and the GAAP diluted earnings per share. Conversely, the one-time tax expense of $19.7 million was excluded in determining income for both the non-GAAP basic earnings per share and the non-GAAP diluted earnings per share. Average outstanding shares of 77,537,664 was used in the GAAP and non-GAAP basic earnings per share for the year ended December 31, 2017. Diluted average outstanding shares of 77,607,605 was used in the GAAP and non-GAAP diluted earnings per share for the year ended December 31, 2017.

The return on average assets ratio is calculated by dividing net income by average assets and the return on average equity ratio is calculated by dividing net income by average equity. The one-time tax expense of $19.7 million was included in determining income for both the GAAP return on average assets and the GAAP return on average equity. Conversely, the one-time tax expense of $19.7 million was excluded in determining income for both the non-GAAP return on average assets and the non-GAAP return on average equity. Average assets of $9.678 billion was used in the GAAP and non-GAAP return on average assets ratios for the year ended December 31, 2017. Average equity of $1.188 billion was used in the GAAP and non-GAAP return on average equity ratios for the year ended December 31, 2017.

The dividend payout ratio is calculated by dividing dividends declared per share by basic earnings per share. The non-GAAP dividend payout ratio uses the non-GAAP basic earnings per share for calculating the ratio.

The effective income tax rate is calculated by dividing federal and state income tax expense by income before income taxes. The non-GAAP effective income tax rate uses the non-GAAP federal and state income tax expense of $44.9 million for calculating the rate.

23

Selected Financial Data

The selected financial data of the Company is derived from the Company’s historical audited financial statements and related notes. The information set forth below should be read in conjunction with “Item 8. Financial Statements and Supplementary Data” contained elsewhere in this Annual Report on Form 10-K.

December 31,Compounded Annual Growth Rate
(Dollars in thousands, except per share data)202120202019201820171-Year5-Year
Selected Statements of Financial Condition Information
Total assets$25,940,645$18,504,206$13,683,999$12,115,484$9,706,34940.2%21.7%
Debt securities10,370,0135,527,6502,799,8632,869,5782,426,55687.6%33.7%
Loans receivable, net13,259,36610,964,4539,388,3208,156,3106,448,25620.9%15.5%
Allowance for credit losses(172,665)(158,243)(124,490)(131,239)(129,568)9.1%5.9%
Goodwill and intangibles1,037,652569,522519,704338,828191,99582.2%40.1%
Deposits21,337,24914,797,52910,776,4579,493,7677,579,74744.2%23.0%
Federal Home Loan Bank advances38,611440,175353,995%(100.0)%
Securities sold under agreements to repurchase and other borrowed funds1,064,8881,037,651598,644410,859370,7972.6%23.5%
Stockholders’ equity3,177,6222,307,0411,960,7331,515,8541,199,05737.7%21.5%
Equity per share28.7124.1821.2517.9315.3718.7%13.3%
Equity as a percentage of total assets12.3%12.5 %14.3%12.5%12.4%(1.8)%(0.2)%
Years ended December 31,Compounded Annual Growth Rate
(Dollars in thousands, except per share data)202120202019201820171-Year5-Year
Summary Statements of Operations
Interest income$681,074$627,064$546,177$468,996$375,0228.6%12.7 %
Interest expense18,55827,31542,77335,53129,864(32.1)%(9.1)%
Net interest income662,516599,749503,404433,465345,15810.5%13.9%
Provision for credit losses23,07639,765579,95310,824(42.0)%16.3%
Non-interest income144,820172,867130,774118,824112,239(16.2)%5.2%
Non-interest expense434,822404,811374,927320,127265,5717.4%10.4%
Income before income taxes349,438328,040259,194222,209181,0026.5%14.1%
Federal and state income tax expense 164,68161,64048,65040,33144,9264.9%7.6%
Net income 1$284,757$266,400$210,544$181,878$136,0766.9%15.9%
Basic earnings per share 1$2.87$2.81$2.39$2.18$1.752.1%10.4%
Diluted earnings per share 1$2.86$2.81$2.38$2.17$1.751.8%10.3%
Dividends declared per share$1.37$1.33$1.31$1.31$1.143.0%3.7%

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At or for the Years ended December 31,
(Dollars in thousands)20212020201920182017
Selected Ratios and Other Data
Return on average assets 11.33%1.62%1.64%1.59%1.41%
Return on average equity 111.08%12.15%12.01%12.56%11.46%
Dividend payout ratio 147.74%47.33%54.81%60.09%65.14%
Average equity to average asset ratio11.99%13.35%13.69%12.67%12.27%
Total capital (to risk-weighted assets)14.21%14.63%14.95%14.70%15.64%
Tier 1 capital (to risk-weighted assets)12.49%12.42%13.76%13.37%14.39%
Common Equity Tier 1 (to risk-weighted assets)12.49%12.42%12.58%12.10%12.81%
Tier 1 capital (to average assets)8.64%9.12%11.65%11.35%11.90%
Net interest margin on average earning assets (tax-equivalent)3.42%4.09%4.39%4.21%4.12%
Efficiency ratio 251.35%49.97%57.78%54.73%53.94%
Allowance for credit losses as a percent of loans1.29%1.42%1.31%1.58%1.97%
Allowance for credit losses as a percent of nonperforming loans255%470%385%266%255%
Non-performing assets as a percentage of subsidiary assets0.26%0.19%0.27%0.47%0.68%
Non-performing assets$67,69135,43337,43756,75065,179
Loans originated and acquired$8,551,4197,934,8814,607,5364,301,6783,629,493
Number of full time equivalent employees3,4362,9702,8262,6232,278
Number of locations224193181167145

______________________________

1 Excludes a one-time revaluation of the deferred tax assets and deferred tax liabilities as a result of the Tax Act for the year ended December 31, 2017. For additional information on the revaluation, see the “Non-GAAP Financial Measures” discussion.

2 Non-interest expense before OREO expenses, core deposit intangibles amortization, goodwill impairment charges, and non-recurring expense items as a percentage of tax-equivalent net interest income and non-interest income, excluding gains or losses on sale of investments, OREO income, and non-recurring income items.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2021 COMPARED TO DECEMBER 31, 2020

Highlights and Overview

The Company continued to diligently work through the COVID-19 pandemic during the year, meeting both customers’ and employees’ on-going needs. The Company continued providing Small Business Association (“SBA”) Paycheck Protection Program (“PPP”) funding to its customers during the first half of 2021 with a total of $555 million in originated PPP loans. The majority of the PPP loans were forgiven by the end of 2021, with only $169 million remaining as of December 31, 2021. In addition, the credit quality of the loan portfolio has remained strong during the year with our customers showing signs of economic strength. The Company continued to take measures to protect the health and safety of the employees and customers and remained flexible with the ever changing environment.

During 2021, the Company acquired all the outstanding stock of Altabancorp, the holding company for Altabank (“Alta”) , a community bank based in American Fork, Utah with total assets of $4.132 billion. Alta provides banking services to individuals and businesses primarily in the state of Utah with twenty-five locations from Preston, Idaho south to St. George, Utah. Upon closing of the transaction, Alta became the seventeenth division of the Company and significantly enhanced the Company’s presence in Utah. Alta is the largest community bank in Utah and was the largest acquisition in the Company’s history. See Note 23 in the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” for additional information regarding this acquisition.

The Company ended the year at $25.941 billion in assets, which was a 40 percent increase over the prior year and was driven primarily by the 2021 acquisition of Alta along with increases from the debt securities purchased as a result of excess liquidity. Organic loan growth, excluding PPP loans, was $1.160 billion, or 11 percent, during 2021 with the majority of the growth in the second half of the year. The Company experienced another great year in core deposit growth which organically increased $3.278 billion, or 22 percent, with non-interest bearing deposits increasing $1.123 billion, or 21 percent, during the year.

Tangible stockholders’ equity increased $402 million, or $1.12 per share, as a result of earnings retention and Company stock issued in connection with the acquisition of Alta in 2021. The Company increased its total regular quarterly dividends declared from $1.18 per share during 2020 to $1.27 per share in 2021. During the fourth quarter of 2021, the Company transferred the listing of its common stock to the New York Stock Exchange from the NASDAQ Global Select Market.

The Company had record net income for the year of $285 million, which was an increase of $18.4 million, or 7 percent, over the prior year net income of $266 million. Diluted earnings per share for the year was $2.86, an increase of 2 percent, from the 2020 diluted earnings per share of $2.81. The improvement in net income for 2021 was due to recent acquisitions, organic growth, the significant increase in debt security interest income. This record in net income was achieved even with the decrease in gain on sale of loans from the record highs in 2020, the continuing pressure from the low interest rate environment, and increasing business costs. The Company's net interest margin for 2021 was 3.42 percent, a 67 basis points decrease from the net interest margin of 4.09 percent from 2020 which was primarily driven by the low rate environment and the shift in the earning asset mix from higher yielding loans to lower yielding debt securities.

Looking forward, the Company’s future performance will depend on many factors including economic conditions in the markets the Company serves, interest rate changes, increasing competition for deposits and loans, loan quality and growth, the impact and successful integration of acquisitions, and managing regulatory requirements.

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Financial Highlights

At or for the Years ended
(Dollars in thousands, except per share and market data)December 31, 2021December 31, 2020
Operating results
Net income$284,757266,400
Basic earnings per share$2.872.81
Diluted earnings per share$2.862.81
Dividends declared per share$1.371.33
Market value per share
Closing$56.7046.01
High$67.3547.05
Low$44.5526.66
Selected ratios and other data
Number of common stock shares outstanding110,687,53395,426,364
Average outstanding shares - basic99,313,25594,883,864
Average outstanding shares - diluted99,398,25094,932,353
Return on average assets (annualized)1.33%1.62%
Return on average equity (annualized)11.08%12.15%
Efficiency ratio51.35%49.97%
Dividend payout ratio47.74%47.33%
Loan to deposit ratio63.24%76.29%
Number of full time equivalent employees3,4362,970
Number of locations224193
Number of ATMs273250

Recent Acquisitions

The Company completed the following acquisitions during the last two years:

•Altabancorp and its wholly-owned subsidiary, Altabank; and

•State Bank Corp. and its wholly-owned subsidiary, State Bank of Arizona (“SBAZ”).

The business combinations were accounted for using the acquisition method with the results of operations included in the Company’s consolidated financial statements as of the acquisition dates. For additional information regarding acquisitions, see Note 23 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” The following table discloses the preliminary fair value of selected classifications of assets and liabilities acquired:

(Dollars in thousands)Alta October 1, 2021SBAZ February 29, 2020
Total assets$4,131,662$745,420
Cash and cash equivalents1,622,72757,434
Debt securities6,658142,174
Loans receivable1,902,321451,702
Non-interest bearing deposits1,201,464141,620
Interest bearing deposits2,072,355461,669
Borrowings10,904

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Financial Condition Analysis

Assets

The following table summarizes the Company’s assets as of the dates indicated:

(Dollars in thousands)December 31, 2021December 31, 2020$ Change% Change
Cash and cash equivalents$437,686$633,142$(195,456)(31%)
Debt securities, available-for-sale9,170,8495,337,8143,833,03572%
Debt securities, held-to-maturity1,199,164189,8361,009,328532%
Total debt securities10,370,0135,527,6504,842,36388%
Loans receivable
Residential real estate1,051,883802,508249,37531%
Commercial real estate8,630,8316,315,8952,314,93637%
Other commercial2,664,1903,054,817(390,627)(13%)
Home equity736,288636,40599,88316%
Other consumer348,839313,07135,76811%
Loans receivable13,432,03111,122,6962,309,33521%
Allowance for credit losses(172,665)(158,243)(14,422)9%
Loans receivable, net13,259,36610,964,4532,294,91321%
Other assets1,873,5801,378,961494,61936%
Total assets$25,940,645$18,504,206$7,436,43940%

Excluding the $1.623 billion of cash received from the Alta acquisition that was invested in 2021, total debt securities at December 31, 2021 increased $3.220 billion, or 58 percent, from the prior year end. The Company continues to selectively purchase debt securities with excess liquidity from the increase in core deposits and SBA forgiveness of PPP loans. Debt securities represented 40 percent of total assets at December 31, 2021 compared to 30 percent of total assets at December 31, 2020.

The loan portfolio of $13.432 billion at December 31, 2021 increased $2.309 billion, or 21 percent, from the prior year end. Excluding the PPP loans and loans from the Alta acquisition, the loan portfolio increased $1.160 billion, or 11 percent, from the prior year end with the largest increase in commercial real estate loans which increased $912 million, or 14 percent.

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Liabilities

The following table summarizes the Company’s liabilities as of the dates indicated:

(Dollars in thousands)December 31, 2021December 31, 2020$ Change% Change
Deposits
Non-interest bearing deposits$7,779,288$5,454,539$2,324,74943%
NOW and DDA accounts5,301,8323,698,5591,603,27343%
Savings accounts3,180,0462,000,1741,179,87259%
Money market deposit accounts4,014,1282,627,3361,386,79253%
Certificate accounts1,036,077978,77957,2986%
Core deposits, total21,311,37114,759,3876,551,98444%
Wholesale deposits25,87838,142(12,264)(32%)
Deposits, total21,337,24914,797,5296,539,72044%
Securities sold under agreements to repurchase1,020,7941,004,58316,2112%
Federal Home Loan Bank advances%
Other borrowed funds44,09433,06811,02633%
Subordinated debentures132,620139,959(7,339)(5%)
Other liabilities228,266222,0266,2403%
Total liabilities$22,763,023$16,197,165$6,565,85841%

Excluding the Alta acquisition, core deposits increased $3.278 billion, or 22 percent, from the prior year end. Non-interest bearing deposits of $7.779 billion as of December 31, 2021 organically increased $1.123 billion, or 21 percent, from the prior year end. The unprecedented increase in deposits over the prior two years resulted from a number of factors including the PPP loan proceeds deposited by customers, federal stimulus deposits and increases in customer savings. Non-interest bearing deposits were 37 percent of total core deposits at December 31, 2021 compared to 37 percent at December 31, 2020.

The low levels of borrowings, including wholesale deposits and Federal Home Loan Bank (“FHLB”) advances, reflected the significant increase in core deposits which funded the asset growth.

Stockholders’ Equity

The following table summarizes the stockholders’ equity balances as of the dates indicated:

(Dollars in thousands, except per share data)December 31, 2021December 31, 2020$ Change% Change
Common equity$3,150,263$2,163,951$986,31246%
Accumulated other comprehensive income27,359143,090(115,731)(81%)
Total stockholders’ equity3,177,6222,307,041870,58138%
Goodwill and core deposit intangible, net(1,037,652)(569,522)(468,130)82%
Tangible stockholders’ equity$2,139,970$1,737,519$402,45123%
Stockholders’ equity to total assets12.25%12.47%(2%)
Tangible stockholders’ equity to total tangible assets8.59%9.69%(11%)
Book value per common share$28.71$24.18$4.5319%
Tangible book value per common share$19.33$18.21$1.126%

Tangible stockholders’ equity of $2.140 billion at December 31, 2021 increased $402 million, or 23 percent, from the prior year, which was the result of $840 million of Company common stock issued for the acquisition of Alta and earnings retention. The increase was partially offset by the increase in goodwill and core deposit intangible associated with the Alta acquisition and a decrease in other comprehensive income. Tangible book value per common share of $19.33 at December 31, 2021 increased $1.12 per share, or 6 percent, from a year ago.

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Results of Operations

In this section, the Company’s results of operations are discussed for the year ended December 31, 2021 compared to the year ended December 31, 2020. For a discussion of the year ended December 31, 2020 compared to the year ended December 31, 2019, please refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Income Summary

The following table summarizes income for the time periods indicated:

Years ended$ Change% Change
(Dollars in thousands)December 31, 2021December 31, 2020
Net interest income
Interest income$681,074$627,064$54,0109%
Interest expense18,55827,315(8,757)(32%)
Total net interest income662,516599,74962,76710%
Non-interest income
Service charges and other fees59,31752,5036,81413%
Miscellaneous loan fees and charges12,0387,3444,69464%
Gain on sale of loans63,06399,450(36,387)(37%)
(Loss) gain on sale of investments(638)1,139(1,777)(156%)
Other income11,04012,431(1,391)(11%)
Total non-interest income144,820172,867(28,047)(16%)
Total income$807,336$772,616$34,7204%
Net interest margin (tax-equivalent)3.42%4.09%

Net Interest Income

Net-interest income of $663 million for 2021 increased $62.8 million, or 10 percent, over the same period in 2020 and included a $25.6 million increase from the acquisition of Alta. Interest income of $681 million for 2021 increased $54.0 million, or 9 percent, from the prior year and was primarily attributable to a $26.9 million increase from the Altabank division and a $22.5 million increase in interest income on debt securities. Interest income on debt securities increased $22.5 million, or 23 percent, over the prior year which resulted from the increased volume of debt securities. Interest expense of $18.6 million during 2021 decreased $8.8 million, or 32 percent over the prior year primarily as a result of a decrease in the cost of deposits. The total funding cost (including non-interest bearing deposits) for 2021 was 10 basis points, which decreased 9 basis points compared to 19 basis points in 2020.

The net interest margin as a percentage of earning assets, on a tax-equivalent basis, during 2021 was 3.42 percent, a 67 basis points decrease from the net interest margin of 4.09 percent for the same period in the prior year. The core net interest margin, excluding 4 basis points of discount accretion, 2 basis point of non-accrual interest and 12 basis points increase from the PPP loans, was 3.24 percent which was an 81 basis point decrease from the core margin of 4.05 percent in the prior year. Although the Company was successful in reducing the total cost of funding, it was not enough to outpace the lower yields on core loans and debt securities driven by the current interest rate environment and the shift in the earning asset mix to lower yielding debt securities.

Non-interest Income

Non-interest income of $145 million for 2021 decreased $28.0 million, or 16 percent, over the same period last year. Gain on the sale of loans of $63.1 million for 2021 decreased $36.4 million, or 37 percent, compared to the same period last year which was the result of the anticipated slowing of purchase and refinance activity after the historically high levels in the prior year. Service charges and other fees of $59.3 million for 2021 increased $6.8 million, or 13 percent, from the prior year as a result of additional fees from increased customer accounts and transaction activity and the acquisition of Alta. Miscellaneous loan fees and charges of $12.0 million increased $4.7 million, or 64 percent, driven by increases in loan servicing income and credit card interchange fees due to increased activity. Other income of $11.0 million decreased $1.4 million, or 11 percent, from the prior year.

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Non-interest Expense

The following table summarizes non-interest expense for the periods indicated:

Years ended$ Change% Change
(Dollars in thousands)December 31, 2021December 31, 2020
Compensation and employee benefits$270,644$253,047$17,5977%
Occupancy and equipment39,39437,6731,7215%
Advertising and promotions11,94910,2011,74817%
Data processing23,47021,1322,33811%
Other real estate owned and foreclosed assets236923(687)(74%)
Regulatory assessments and insurance8,2494,6563,59377%
Core deposit intangibles amortization10,27110,370(99)(1%)
Other expenses70,60966,8093,8006%
Total non-interest expense$434,822$404,811$30,0117%

Total non-interest expense of $435 million for 2021 increased $30.0 million, or 7 percent, over the prior year same period. Excluding the Alta bank division and acquisition-related expenses, non-interest expense increased $11.0 million, or 3 percent, over the prior year. Included in the current year was $9.8 million of acquisition-related expenses and $17.0 million of expenses from the Alta bank division. Compensation and employee benefits for 2021 increased $17.6 million, or 7 percent, from last year due to the increased number of employees from acquisitions and organic growth. Advertising and promotions for 2021 increased $1.7 million, or 17 percent, from the prior year. Data processing expense increased $2.3 million, or 11 percent, from the prior year primarily from the acquisition of Alta. Regulatory assessment and insurance for 2021 increased $3.6 million from the prior year as a result of organic growth, the State of Montana waiving the first semi-annual regulatory assessment of 2020 and Small Bank assessment credits applied by the FDIC in the first quarter of 2020. Other expenses of $70.6 million increased $3.8 million, or 6 percent, from the prior year. Current year other expenses included acquisition-related expenses of $9.8 million compared to $7.8 million in the prior year.

Provision for Credit Losses

The following table summarizes the provision for credit losses on the loan portfolio, net charge-offs and select ratios relating to the provision for credit losses on loans for the previous eight quarters:

(Dollars in thousands)Provision for Credit Losses on LoansNet Charge-Offs (Recoveries)ACL as a Percent of LoansAccruing Loans 30-89 Days Past Due as a Percent of LoansNon-Performing Assets to Total Sub-sidiary Assets
Fourth quarter 2021$19,301$6161.29%0.38%0.26%
Third quarter 20212,3131521.36%0.23%0.24%
Second quarter 2021(5,723)(725)1.35%0.11%0.26%
First quarter 20214892,2861.39%0.40%0.19%
Fourth quarter 2020(1,528)4,7811.42%0.20%0.19%
Third quarter 20202,8698261.42%0.15%0.25%
Second quarter 202013,5521,2331.42%0.22%0.27%
First quarter 202022,7448131.49%0.41%0.26%

The provision for credit loss expense was $23.1 million for 2021 compared to $39.8 million in 2020. The current year credit loss expense included $18.1 million of provision for credit loss on loans and $4.2 million of provision for credit loss on unfunded loan commitments from the acquisition of Alta. The 2020 credit loss expense included only $4.8 million of provision for credit loss on loans from the acquisition of State Bank of Arizona. The credit loss expense due to the acquisitions reflects the requirement to fully fund an allowance for credit losses on loans and unfunded commitments post-acquisition.

31

Excluding the impact from the Alta and State Bank of Arizona acquisitions, the current year provision for credit loss expense on unfunded loan commitments was $2.5 million compared to a credit loss expense of $2.1 million in the prior year. Excluding the impact from the acquisitions, the current year provision for credit loss benefit on loans was $1.7 million compared to a credit loss expense of $32.8 million in the prior year which was primarily attributable to changes in the economic forecast related to the initial stages of the COVID-19 pandemic. Net charge-offs during the current year were $2.3 million compared to $7.7 million during the prior year.

Efficiency Ratio

The efficiency ratio was 51.35 percent for 2021 compared to 49.97 percent for the same period last year. Excluding acquisition-related expenses, the efficiency ratio was 50.16 in 2021 compared to 48.98 in 2020 and the increase was primarily driven by the reduction in gain on sale of loans.

ADDITIONAL MANAGEMENT’S DISCUSSION AND ANALYSIS

Investment Activity

The Company’s investment securities primarily consist of debt securities classified as either available-for-sale or held-to-maturity. Non-marketable equity securities consist of capital stock issued by the FHLB of Des Moines.

Debt Securities

Debt securities classified as available-for-sale are carried at estimated fair value and debt securities classified as held-to-maturity are carried at amortized cost. During the first quarter of 2021, the Company transferred $404 million of available-for-sale securities with an unrealized net gain of $3.8 million into the held-to-maturity portfolio after determining it had the intent and ability to hold such securities until maturity. The Company transferred an additional $440 million of available-for-sale securities with an unrealized net gain of $40.6 million into held-to-maturity portfolio during the second quarter of 2021. Unrealized gains or losses, net of tax, on available-for-sale debt securities are reflected as an adjustment to other comprehensive income. The Company’s debt securities are summarized below:

December 31, 2021December 31, 2020
(Dollars in thousands)Carrying AmountPercentCarrying AmountPercent
Available-for-sale
U.S. government and federal agency$1,346,74913%$38,5881%
U.S. government sponsored enterprises240,6932%9,7811%
State and local governments488,8585%1,416,68326%
Corporate bonds180,7522%349,0986%
Residential mortgage-backed securities5,699,65955%2,289,09041%
Commercial mortgage-backed securities1,214,13812%1,234,57422%
Total available-for-sale9,170,84989%5,337,81497%
Held-to-maturity
State and local governments1,199,16411%189,8363%
Total held-to-maturity1,199,16411%189,8363%
Total debt securities$10,370,013100%$5,527,650100%

In 2021, the Company’s debt securities were primarily comprised of U.S. government and federal agency and mortgage-backed securities. In 2020, the Company’s debt securities were primarily comprised of state and local government securities and mortgage-backed securities. State and local government securities are largely exempt from federal income tax and the Company’s federal statutory income tax rate of 21 percent is used in calculating the tax-equivalent yields on the tax-exempt securities. Mortgage-backed securities largely consists of short, weighted-average life U.S. agency guaranteed residential and commercial mortgage pass-through securities and to a lesser extent, short, weighted-average life U.S. agency guaranteed residential collateralized mortgage obligations. Combined, the mortgage-backed securities provide the Company with ongoing liquidity as scheduled and pre-paid principal is received on the securities.

State and local government securities carry different risks that are not as prevalent in other security types. The Company evaluates the investment grade quality of its securities in accordance with regulatory guidance. Investment grade securities are those where the issuer has an adequate capacity to meet the financial commitments under the security for the projected life of the investment. An issuer has an adequate capacity to meet financial commitments if the risk of default by the obligor is low and the full and timely

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payment of principal and interest are expected. In assessing credit risk, the Company may use credit ratings from Nationally Recognized Statistical Rating Organizations (“NRSRO”) entities such as S&P and Moody’s as support for the evaluation; however, they are not solely relied upon. There have been no significant differences in the Company’s internal evaluation of the creditworthiness of any issuer when compared with the ratings assigned by the NRSROs.

The following table stratifies the state and local government securities by the associated NRSRO ratings. The highest issued rating was used to categorize the securities in the table for those securities where the NRSRO ratings were not at the same level.

December 31, 2021December 31, 2020
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
S&P: AAA / Moody’s: Aaa$422,413432,651385,773420,646
S&P: AA+, AA, AA- / Moody’s: Aa1, Aa2, Aa31,138,8041,172,7651,015,6341,080,972
S&P: A+, A, A- / Moody’s: A1, A2, A384,93489,715101,494109,504
S&P: BBB+, BBB, BBB- / Moody’s: Baa1, Baa2, Baa392963,2173,230
Not rated by either entity14,33514,5145,4815,547
Below investment grade
Total$1,660,5781,709,7411,511,5991,619,899

State and local government securities largely consist of both taxable and tax-exempt general obligation and revenue bonds. The following table stratifies the state and local government securities by the associated security type.

December 31, 2021December 31, 2020
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
General obligation - unlimited$606,873637,431625,660672,610
General obligation - limited108,487113,320121,886129,250
Revenue929,166941,894745,908798,188
Certificate of participation12,31613,25414,09815,636
Other3,7363,8424,0474,215
Total$1,660,5781,709,7411,511,5991,619,899

The following table outlines the five states in which the Company owns the highest concentrations of state and local government securities.

December 31, 2021December 31, 2020
(Dollars in thousands)Amortized CostFair ValueAmortized CostFair Value
New York$260,471264,776235,036254,976
California151,137160,023148,564166,311
Texas157,917161,706143,421154,511
Michigan134,903139,704139,836148,544
Washington115,834119,80699,699106,012
All other states840,316863,726745,043789,545
Total$1,660,5781,709,7411,511,5991,619,899

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The following table presents the carrying amount and weighted-average yield of available-for-sale and held-to-maturity debt securities by contractual maturity at December 31, 2021. Weighted-average yields are based upon the amortized cost of securities and are calculated using the interest method which takes into consideration premium amortization, discount accretion and mortgage-backed securities’ prepayment provisions. Weighted-average yields on tax-exempt debt securities exclude the federal income tax benefit.

One Year or LessAfter One through Five YearsAfter Five through Ten YearsAfter Ten YearsMortgage-Backed Securities 1Total
(Dollars in thousands)AmountYieldAmountYieldAmountYieldAmountYieldAmountYieldAmountYield
Available-for-sale
U.S. government and federal agency$%$751,6441.07%$577,2011.20%$17,9041.74%$%$1,346,7491.13%
U.S. government sponsored enterprises7640.95%195,2091.22%44,7201.08%%%240,6931.19%
State and local governments8,9092.11%69,1262.55%190,6533.66%220,1703.23%%488,8583.28%
Corporate bonds45,1513.20%130,5503.26%4,0244.00%1,0270.46%%180,7523.24%
Residential mortgage-backed securities%%%%5,699,6590.96%5,699,6590.96%
Commercial mortgage-backed securities%%%%1,214,1382.24%1,214,1382.24%
Total available-for-sale54,8242.99%1,146,5291.42%816,5981.76%239,1013.09%6,913,7971.18%9,170,8491.32%
Held-to-maturity
State and local governments1,4322.65%29,2862.45%91,6882.65%1,076,7582.75%%1,199,1642.73%
Total held-to-maturity1,4322.35%29,2862.45%91,6882.65%1,076,7582.75%%1,199,1642.73%
Total debt securities$56,2562.98%$1,175,8151.45%$908,2861.85%$1,315,8592.80%$6,913,7971.18%$10,370,0131.48%

______________________________

1 Mortgage-backed securities, which have prepayment provisions, are not assigned to maturity categories due to fluctuations in their prepayment speeds.

Based on an analysis of its available-for-sale debt securities with unrealized losses as of December 31, 2021, the Company determined their decline in value was unrelated to credit loss and was primarily the result of interest rate changes and market spreads subsequent to acquisition. The fair value of the debt securities is expected to recover as payments are received and the debt securities approach maturity. In addition, the Company determined an insignificant amount of credit losses is expected on the held-to-maturity debt securities portfolio; therefore, no ACL has been recognized at December 31, 2021.

For additional information on debt securities, see Notes 1 and 2 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Lending Activity

The Company focuses its lending activities primarily on the following types of loans: 1) first-mortgage, conventional loans secured by residential properties, particularly single-family; 2) commercial lending, including agriculture and public entities; and 3) installment lending for consumer purposes (e.g., home equity, automobile, etc.). Supplemental information regarding the Company’s loan portfolio and credit quality based on regulatory classification is provided in the section captioned “Loans by Regulatory Classification” included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The regulatory classification of loans is based primarily on the type of collateral for the loans. Loan information included in “Part I. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” is based on the Company’s loan segments, which are based on the purpose of the loan, unless otherwise noted as a regulatory classification. The following table summarizes the Company’s loan portfolio as of the dates indicated:

December 31, 2021December 31, 2020
(Dollars in thousands)AmountPercentAmountPercent
Residential real estate$1,051,8838%$802,5087%
Commercial Real estate8,630,83165%6,315,89558%
Other commercial2,664,19020%3,054,81728%
Home equity736,2886%636,4056%
Other consumer348,8392%313,0713%
Loans receivable13,432,031101%11,122,696102%
ACL(172,665)(1%)(158,243)(2%)
Loans receivable, net$13,259,366100%$10,964,453100%

The stated maturities or first repricing term (if applicable) for the loan portfolio at December 31, 2021 was as follows:

(Dollars in thousands)Residential Real EstateCommercialConsumer and OtherTotal
Variable rate maturing or repricing
In one year or less$134,9642,024,656349,9902,509,610
After one through five years264,2743,400,714308,5193,973,507
After five through fifteen years54,690307,0122,696364,398
Thereafter
Fixed rate maturing
In one year or less393,3351,970,227117,4422,481,004
After one through five years148,5192,617,605209,0462,975,170
After five through fifteen years52,878933,67956,4541,043,011
Thereafter3,22341,12840,98085,331
Total$1,051,88311,295,0211,085,12713,432,031

Residential Real Estate Lending

The Company’s lending activities consist of the origination of both construction and permanent loans on residential real estate. The Company actively solicits residential real estate loan applications from real estate brokers, contractors, existing customers, customer referrals, and online applications. The Company’s lending policies generally limit the maximum loan-to-value ratio on residential mortgage loans to 80 percent of the lesser of the appraised value or purchase price. Policies allow for higher loan-to-values with appropriate risk mitigation such as documented compensating factors, credit enhancement, etc. For loans held for sale, the Company complies with each investor’s loan-to-value guidelines. The Company also provides interim construction financing for single-family dwellings. These loans are supported by a term take-out commitment that may be subject to certain contingencies.

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Consumer Land or Lot Loans

The Company originates land and lot acquisition loans to borrowers who intend to construct their primary residence on the respective land or lot. These loans are generally for a term of three to five years and are secured by the developed land or lot with the loan-to-value limited to the lesser of 75 percent of the appraised value or 75 percent of the cost.

Unimproved Land and Land Development Loans

Although the Company has originated very few unimproved land and land development loans since the economic downturn in 2008, the Company may originate such loans on properties intended for residential and commercial use where real estate market conditions have improved. These loans are typically made for a term of 18 months to two years and are secured by the developed property with a loan-to-value not to exceed the lesser of 75 percent of cost or 65 percent of the appraised discounted bulk sale value upon completion of the improvements. The projects under development are inspected on a regular basis and advances are made on a percentage-of-completion basis. The loans are made to borrowers with real estate development experience and appropriate financial strength. Generally, the Company requires that a certain percentage of the development be pre-sold or that construction and term take-out commitments are in place prior to funding the loan. Loans made on unimproved land are generally made for a term of five to ten years with a loan-to-value not to exceed the lesser of 50 percent of appraised value or 50 percent of cost.

Residential Builder Guidance Lines

The Company provides Builder Guidance Lines that are comprised of pre-sold and spec-home construction and lot acquisition loans. The spec-home construction and lot acquisition loans are limited to a specific number and maximum amount. Generally, the individual loans will not exceed a one year maturity. The homes under construction are inspected on a regular basis and advances made on a percentage-of-completion basis.

Construction Loans

During the construction loan term, all construction loan collateral properties are inspected at least monthly, or more frequently as needed, until completion. Draws on construction loans are predicated upon the results of the inspection and advanced based upon a percentage-of-completion basis versus original budget percentages. When construction loans become non-performing and the associated project is not complete, the Company on a case-by-case basis makes the decision to advance additional funds or to initiate collection/foreclosure proceedings. Such decision includes obtaining “as-is” and “at completion” appraisals for consideration of potential increases or decreases in the collateral’s value. The Company also considers the increased costs of monitoring progress to completion, and the related collection/holding period costs should collateral ownership be transferred to the Company.

Commercial Real Estate Loans

Loans are made to purchase, construct and finance commercial real estate properties. These loans are generally made to borrowers who will own and occupy the property, but may include loans to finance investment or income properties. Commercial real estate loans generally have a loan-to-value up to the lesser of 75 percent of the appraised value or 75 percent of the cost and require a minimum 1.2 times debt service coverage margin.

Agricultural Lending

Agricultural lending is conducted on a conservative basis and consists of operating credits, term real estate loans for the acquisition or refinance of agricultural real estate or equipment, and term livestock loans for the acquisition or refinance of livestock. Loan-to-value on equipment, livestock and agricultural real estate is generally limited to 75 percent.

PPP Loans

A PPP loan is a small business loan designed to assist qualifying businesses in keeping workers on the payroll during the Covid-19 pandemic. The program commenced on April 3, 2020 with June 30, 2020 (subsequently changed to August 8, 2020) as the last day to apply for and receive a PPP loan for the first round. As originally enacted, each PPP loan is 100% guaranteed by the SBA, has a 1% interest rate, 2-year maturity and 6-month payment deferral period starting from the loan disbursement date. The PPP program was further amended as of June 5, 2020 under the Paycheck Protection Program Flexibility Act with the primary changes to extend the period of qualifying expenditures from 8 weeks to 24 weeks, reduce the required use of funds for payroll expenses from 75% to 60%, change the deferral date from 6 months to the date of forgiveness, and extend the maturity from 2 years to 5 years for loans originated after the June 5, 2020 enactment date. A second round of the program opened up January 11, 2021, and ran through May 31, 2021.

Home Equity Loans

Home equity lines of credit are generally originated with maturity terms of 15 years. At origination, borrowers can choose a variable interest rate that changes quarterly, or after the first 3 or 5 years from the origination date. The draw period for home equity lines of credit usually exists from origination to maturity. During the draw period, the Company has home equity lines of credit where the borrowers pay interest only and home equity lines of credit where borrowers pay principal and interest.

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Consumer Lending

The majority of consumer loans are secured by real estate, automobiles, or other assets. The Company intends to continue making such loans because of their short-term nature, generally between three months and five years. Moreover, interest rates on consumer loans are generally higher than on residential mortgage loans.

States and Political Subdivisions Lending

The Company lends directly to state and local political subdivisions. The loans are typically secured by the full faith and credit of the municipality or a specific revenue stream such as water or sewer fees.  In general, state and local political subdivision loans carry a low risk of default and offer other complementary business opportunities such as deposits and cash management. The loans are generally long-term in nature and interest on many of these loans is tax-exempt for federal income tax purposes.

Credit Risk Management

The Company is committed to a conservative management of the credit risk within the loan portfolio, including the early recognition of problem loans. The Company’s credit risk management includes stringent credit policies, individual loan approval limits, limits on concentrations of credit, and committee approval of larger loan requests. Management practices also include regular internal and external credit examinations, identification and review of individual loans and leases experiencing deterioration of credit quality, procedures for the collection of non-performing assets, quarterly monitoring of the loan portfolio, semi-annual review of loans by industry, and periodic stress testing of the loans secured by real estate. Federal and state regulatory safety and soundness examinations are conducted annually.

The Company’s loan policy and credit administration practices establish standards and limits for all extensions of credit that are secured by interests in or liens on real estate, or made for the purpose of financing the construction of real property or other improvements. Ongoing monitoring and review of the loan portfolio is based on current information, including: the borrowers’ and guarantors’ creditworthiness, value of the real estate and other collateral, the project’s performance against projections, and monthly inspections by Company employees or external parties until the real estate project is complete.

Monitoring of the junior lien and home equity lines of credit portfolios includes evaluating payment delinquency, collateral values, bankruptcy notices and foreclosure filings. Additionally, the Company places junior lien mortgages and junior lien home equity lines of credit on non-accrual status when there is evidence that the associated senior lien is 90 days past due or is in the process of foreclosure, regardless of the junior lien delinquency status.

Loan Approval Limits

Individual loan approval limits have been established for each lender based on the loan types and experience of the individual. There are four additional loan approval levels: 1) the Bank divisions’ Officer Loan Committees, consisting of senior lenders and members of senior management; 2) the Bank divisions’ advisory boards; 3) the Bank’s Executive Loan Committee, consisting of the Bank divisions’ senior loan officers and the Company’s Chief Credit Administrator; and 4) the Bank’s Board of Directors. Under banking laws, loans-to-one-borrower and related entities are limited to a prescribed percentage of the unimpaired capital and surplus of the Bank.

Interest Reserves

Interest reserves are used to periodically advance loan funds to pay interest charges on the outstanding balance of the related loan. As with any extension of credit, the decision to establish a loan-funded interest reserve upon origination of construction loans, including residential construction and land, lot and other construction loans, is based on prudent underwriting, including the feasibility of the project, expected cash flow, creditworthiness of the borrower and guarantors, and the protection provided by the real estate and other underlying collateral. Interest reserves provide an effective means for addressing the cash flow characteristics of construction loans. In response to the downturn in the housing market and potential impact upon construction lending, the Company discourages the creation or continued use of interest reserves.

Interest reserves are advanced provided the related construction loan is performing as expected. Loans with interest reserves may be extended, renewed or restructured only when the related loan continues to perform as expected and meets the prudent underwriting standards identified above. Such renewals, extension or restructuring are not permitted in order to keep the related loan current.

In monitoring the performance and credit quality of a construction loan, the Company assesses the adequacy of any remaining interest reserve, and whether the use of an interest reserve remains appropriate in the presence of emerging weakness and associated risks in the construction loan.

The ongoing accrual and recognition of uncollected interest as income continues only when facts and circumstances continue to reasonably support the contractual payment of principal or interest. Loans are typically designated as non-accrual when the collection

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of the contractual principal or interest is unlikely and has remained unpaid for ninety days or more. For such loans, the accrual of interest and its capitalization into the loan balance will be discontinued.

The Company had $374 million and $155 million of loans with remaining interest reserves of $17.6 million and $6.2 million as of December 31, 2021 and 2020, respectively. During 2021 and 2020, the Company extended, renewed or restructured 3 loans and 6 loans, respectively, with interest reserves. Such loans had an aggregate outstanding principal balance of $3.7 million and $12.2 million as of December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had no construction loans with interest reserves that are currently non-performing or which are potential problem loans.

Loan Purchases, Sales, and Servicing

Fixed rate, long-term mortgage loans are generally sold in the secondary market. The Company is active in the secondary market, primarily through the origination of conventional, Rural Development, Federal Housing Administration and Department of Veterans Affairs residential mortgages. The sale of loans in the secondary mortgage market reduces the Company’s risk of holding long-term, fixed rate loans during periods of rising interest rates. In connection with conventional loan sales, the Company typically sells the majority of mortgage loans originated with servicing released. In certain circumstances, the Company strategically retains servicing and in the current year has been more active in retaining the servicing. For the loans that are sold with servicing retained, the Company records a servicing right asset that is subsequently amortized over the life of the loan. The servicing assets are also evaluated for impairment based on the fair value of the servicing asset compared to the carrying value.

The Company has also been very active in generating commercial SBA loans, and other commercial loans, with a portion of those loans sold to investors. The Company has not originated any type of subprime mortgages, either for the loan portfolio or for sale to investors. In addition, the Company has not purchased debt securities collateralized with subprime mortgages. The Company does not actively purchase loans from other financial institutions, and substantially all of the Company’s loans receivable are with customers in the Company’s geographic market areas.

Loan Origination and Other Fees

In addition to interest earned on loans, the Company receives fees for originating loans. Loan fees generally are a percentage of the principal amount of the loan and are charged to the borrower, and are normally deducted from the proceeds of the loan. Loan origination fees are generally 1.0 to 1.5 percent on residential mortgages and 0.5 to 1.5 percent on commercial loans, excluding PPP loans. Consumer loans generally require a fixed fee amount. The Company also receives other fees and charges relating to existing loans, which include charges and fees collected in connection with loan modifications.

As enticement to financial institutions to administer the program, the SBA reimburses PPP lenders for processing a PPP loan via loan fees. The fee structure changed as the PPP developed with the following reflecting the fee structure for each program:

Original Program Commencing on April 3, 2020 (round one):

•5% for loans of not more than $350,000.

•3% for loans of more than $350,000 and less than $2 million.

•1% for loans of $2 million up to a maximum loan of $10 million that were available under the original PPP.

New program commencing on January 11, 2021 for new borrowers (round two):

•50% with maximum of $2,500 for loans up to $50,000.

•5% for loans of more than $50,000 and less than $350,000.

•3% for loans of more than $350,000 and less than $2 million.

•1% for loans of $2 million up to a maximum loan of $10 million.

New program commencing on January 11, 2021 for existing borrowers (round two):

•50% with maximum of $2,500 for loans up to $50,000.

•5% for loans of more than $50,000 and less than $350,000.

•3% for loans of $350,000 up to a maximum loan of $2 million.

Appraisal and Evaluation Process

The Company’s loan policy and credit administration practices have adopted and implemented the applicable legal and regulatory requirements, which establishes criteria for obtaining appraisals or evaluations (new or updated), including transactions that are otherwise exempt from the appraisal requirements.

Each of the Bank divisions monitor conditions, including supply and demand factors, in the real estate markets served so they can react quickly to changing market conditions to mitigate potential losses from specific credit exposures within the loan portfolio. Evidence of the following real estate market conditions and trends is obtained from lending personnel and third party sources:

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•demographic indicators, including employment and population trends;

•foreclosures, vacancy, construction and absorption rates;

•property sales prices, rental rates, and lease terms;

•current tax assessments;

•economic indicators, including trends within the lending areas; and

•valuation trends, including discount and capitalization rates.

Third party information sources include federal, state, and local governments and agencies thereof, private sector economic data vendors, real estate brokers, licensed agents, sales, rental and foreclosure data tracking services.

The time between ordering an appraisal or evaluation and receipt from third party vendors is typically two to six weeks for residential property depending on geographic market and four to six weeks for non-residential property. For real estate properties that are of highly specialized or limited use, significantly complex or large, additional time beyond the typical times may be required for new appraisals or evaluations (new or updated).

As part of the Company’s credit administration and portfolio monitoring practices, the Company’s regular internal and external credit examinations review a significant number of individual loan files. Appraisals and evaluations (new or updated) are reviewed to determine whether the timeliness, methods, assumptions, and findings are reasonable and in compliance with the Company’s loan policy and credit administration practices. Such reviews include the adequacy of the steps taken by the Company to ensure that the individuals who perform appraisals and evaluations (new or updated) are appropriately qualified and are not subject to conflicts of interest. If there are any deficiencies noted in the reviews, they are reported to Bank management and prompt corrective action is taken.

Non-performing Assets

The following table summarizes information regarding non-performing assets at the dates indicated:

At or for the Years ended
(Dollars in thousands)December 31, 2021December 31, 2020December 31, 2019
Other real estate owned and foreclosed assets$181,7445,142
Accruing loans 90 days or more past due17,1411,7251,412
Non-accrual loans50,53231,96430,883
Total non-performing assets$67,69135,43337,437
Non-performing assets as a percentage of subsidiary assets0.26%0.19%0.27%
ACL as a percentage of non-performing loans255%470%385%
Accruing loans 30-89 days past due$50,56622,72123,192
Accruing troubled debt restructurings$34,59142,00334,055
Non-accrual troubled debt restructurings$2,6273,5073,346
U.S. government guarantees included in non-performing assets$4,0283,0111,786
Interest income 1$2,4221,5451,603

______________________________

1Amounts represent estimated interest income that would have been recognized on loans accounted for on a non-accrual basis as of the end of each period had such loans performed pursuant to contractual terms.

Non-performing assets increased $32.3 million, or 91 percent, over the prior year primarily as a result of the Alta acquisition and a single credit relationship. Non-performing assets as a percentage of subsidiary assets at December 31, 2021 was 0.26 percent compared to 0.19 percent in the prior year. Early stage delinquencies (accruing loans 30-89 days past due) of $50.6 million at December 31, 2021 increased $27.8 million from the prior year. Early stage delinquencies as a percentage of loans at December 31, 2021 was 0.38 percent, which was an increase of 18 basis points increase from prior year.

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Most of the Company’s non-performing assets are secured by real estate, and based on the most current information available to management, including updated appraisals or evaluations (new or updated), the Company believes the value of the underlying real estate collateral is adequate to minimize significant charge-offs or losses to the Company. Through pro-active credit administration, the Company works closely with its borrowers to seek favorable resolution to the extent possible, thereby attempting to minimize net charge-offs or losses to the Company. With very limited exceptions, the Company does not disburse additional funds on non-performing loans. Instead, the Company proceeds to collection and foreclosure actions in order to reduce the Company’s exposure to loss on such loans.

For additional information on accounting policies relating to non-performing assets, see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Restructured Loans

A restructured loan is considered a troubled debt restructuring (“TDR”) if the creditor, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. Each restructured debt is separately negotiated with the borrower and includes terms and conditions that reflect the borrower’s prospective ability to service their obligations as modified. The Company discourages the use of the multiple loan strategy when restructuring loans regardless of whether or not the loans are designated as TDRs. The Company had TDR loans of $37.2 million and $45.5 million at December 31, 2021 and 2020, respectively.

On March 27, 2020, the CARES Act was signed into law which includes many provisions that impact the Company and its customers. The banking regulatory agencies have encouraged banks to work with borrowers who have been impacted by the COVID-19 pandemic, and the CARES Act, along with related regulatory guidance, allowed the Bank to not designate certain modifications as TDRs that otherwise may have been classified as TDRs.

Other Real Estate Owned and Foreclosed Assets

The book value of loans prior to the acquisition of collateral and transfer of the loans into other real estate owned (“OREO”) during 2021 was $1.6 million. The fair value of the loan collateral acquired in foreclosure during 2021 was $1.5 million. The following table sets forth the changes in OREO for the periods indicated:

Years ended
(Dollars in thousands)December 31, 2021December 31, 2020
Balance at beginning of period$1,7445,142
Acquisitions307
Additions1,4822,076
Capital improvements145
Write-downs(120)(451)
Sales(3,088)(5,475)
Balance at end of period$181,744

PPP Loans

Years ended
(Dollars in thousands)Dec 31, 2021Dec 31, 2020
PPP interest income45,40538,180
Deferred compensation on originating PPP loans6,7358,850
Total PPP income impact52,14047,030

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(Dollars in thousands)Dec 31, 2021Dec 31, 2020
PPP Round 1 loans$32,348909,173
PPP Round 2 loans136,329
Total PPP loans168,677909,173
Net remaining fees - Round 126917,605
Net remaining fees - Round 24,808
Total net remaining fees$5,07717,605

The SBA Round 2 PPP program ended in early May 2021 after the available funds were fully drawn upon. During the first half of 2021, the Company originated $555 million of Round 2 PPP loans which generated $33.2 million of SBA deferred processing fees and $6.7 million of deferred compensation costs for total net deferred fees of $26.5 million. These net deferred fees are recognized as interest income over the remaining life of the loans or when the loans are forgiven in whole or in part by the SBA.

During 2021, the SBA processing fees received on Round 2 averaged 5.99 percent which compared to the average of 3.75 percent received on Round 1 in the prior year. The increase in the fee percentage received on Round 2 was the result of an increase in the number of smaller loans which receive a higher percentage fee.

The Company’s PPP borrowers received $1.305 billion in PPP loan forgiveness during 2021. As of December 31, 2021, the Company had $32.3 million remaining, or 2 percent of the $1.472 billion of Round 1 PPP loans originated in the prior year still to be forgiven and had $136 million remaining, or 25 percent of the $555 million of Round 2 PPP loans originated in the current year. Net deferred fees remaining on the balance of the PPP loans at December 31, 2021 were $5.1 million.

Supplemental information regarding credit quality and identification of the Company’s loan portfolio based on regulatory classification is provided below in the section entitled “Loans by Regulatory Classification”. The regulatory classification of loans is based primarily on collateral type while the Company’s loan segments presented herein are based on the purpose of the loan.

Allowance for Credit Losses - Loans Receivable

On January 1, 2020, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Updates (“ASU”) 2016-13, Financial Instruments - Credit Losses, which significantly changed the allowance for credit loss accounting policies. The following allowance for credit loss discussion was presented under Accounting Standards Codification™ (“ASC”) Topic 326.

The following table summarizes the allocation of the ACL as of the dates indicated:

December 31, 2021December 31, 2020
(Dollars in thousands)ACLPercent of Loans in CategoryACLPercent of Loans in Category
Residential real estate$16,4588%$9,6047%
Commercial real estate117,90164%86,99957%
Other commercial24,70320%49,13327%
Home equity8,5665%8,1826%
Other consumer5,0373%4,3253%
Total$172,665100%$158,243100%

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The following table summarizes the ACL experience for the periods indicated:

At or for the Years ended
(Dollars in thousands)December 31, 2021% of Average LoansDecember 31, 2020% of Average LoansDecember 31, 2019% of Average Loans
Balance at beginning of period$158,243124,490131,239
Impact of adopting CECL3,720
Acquisitions37149
Provision for credit losses16,38037,63757
Net (charge-offs) recoveries
Residential real estate3370.04%40%(357)(0.04)%
Commercial real estate1,5970.02%(2,403)(0.04)%(248)%
Other commercial(1,048)(0.04)%(3,049)(0.10)%(2,008)(0.10)%
Home equity1980.03%(128)(0.02)%(11)%
Other consumer(3,413)(1.03)%(2,113)(0.69)%(4,182)(1.44)%
Net Charge-offs(2,329)(0.02)%(7,653)(0.07)%(6,806)(0.08)%
Balance at end of period$172,665$158,243$124,490
ACL as a percentage of total loans1.29%1.42%1.31%
Non-accrual loans as a percentage of total loans0.38%0.29%0.32%
ACL as percentage of non-accrual loans341.69%495.07%403.10%

The ACL as a percentage of total loans outstanding at December 31 2021 was 1.29 percent which was a 13 basis points decrease from the prior year end. The Company’s ACL of $173 million is considered by management to be adequate to absorb the estimated credit losses from any segment of its loan portfolio based upon managements’ best estimate of current expected credit losses within the existing portfolio of loans. Should any of the factors considered by management in making this estimate change, the Company’s estimate of current expected credit losses could also change, which could affect the level of future provision of credit losses related to loans. For the periods ended December 31, 2021 and 2020, the Company believes the ACL is commensurate with the risk in the Company’s loan portfolio and is directionally consistent with the change in the quality of the Company’s loan portfolio. During 2021, provision for credit losses exceeded the charge-offs, net of recoveries, by $14.1 million. During the same period in 2020, the charge-offs, net of recoveries, exceeded provision for credit losses by $30.0 million.

While the Company has incorporated its estimate of the impact of the COVID-19 pandemic into its calculation of the ACL for based on assumptions and forecasts that existed as of the reporting period end, the uncertainty of the current economic environment remains volatile and the Company cannot predict whether additional credit losses will be sustained as a result of the COVID-19 pandemic if assumptions and forecasts change in the future.

At the end of each quarter, the Company analyzes its loan portfolio and maintains an ACL at a level that is appropriate and determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Determining the adequacy of the ACL involves a high degree of judgment and is inevitably imprecise as the risk of loss is difficult to quantify. The ACL methodology is designed to reasonably estimate the probable credit losses within the Company’s loan portfolio. Accordingly, the ACL is maintained within a range of estimated losses. The determination of the ACL on loans, including credit loss expense and net charge-offs, is a critical accounting estimate that involves management’s judgments about the loan portfolio that impact credit losses, including the credit risk inherent in the loan portfolio, economic forecasts nationally and in the local markets in which the Company operates, trends and changes in collateral values, delinquencies, non-performing assets, net charge-offs, credit-related policies and personnel, and other environmental factors.

In determining the allowance, the loan portfolio is separated into pools of loans that share similar risk characteristics which are the Company’s loan segments. The Company then derives estimated loss assumptions from its model by loan segment which is further segregated by the credit quality indicators. The loss assumptions are then applied to each segment of loan to estimate the ACL on the pooled loans. For any loans that do not share similar risk characteristics, the estimated credit losses are determined on an individual loan basis and such loans primarily consist of non-accrual loans. An estimated credit loss is recorded on individually reviewed loans

42

when the fair value of a collateral-dependent loan or the present value of the loan’s expected future cash flows (discounted at the loans original effective interest rate) is less than the amortized cost of the loan.

The Company provides commercial banking services to individuals, small to medium-sized businesses, community organizations and public entities from 224 locations, including 188 branches, across Montana, Idaho, Utah, Washington, Wyoming, Colorado, Arizona and Nevada. The states in which the Company operates have diverse economies and markets that are tied to commodities (crops, livestock, minerals, oil and natural gas), tourism, real estate and land development and an assortment of industries, both manufacturing and service-related. Thus, the changes in the global, national, and local economies are not uniform across the Company’s geographic locations. The geographic dispersion of these market areas helps to mitigate the risk of credit loss. The Company’s model of seventeen bank divisions with separate management teams is also a significant benefit in mitigating and managing the Company’s credit risk. This model provides substantial local oversight to the lending and credit management function and requires multiple reviews of larger loans before credit is extended.

The primary responsibility for credit risk assessment and identification of problem loans rests with the loan officer of the account. This continuous process of identifying non-performing loans is necessary to support management’s evaluation of the ACL adequacy. An independent loan review function verifying credit risk ratings evaluates the loan officer and management’s evaluation of the loan portfolio credit quality. The ACL evaluation is well documented and approved by the Company’s Board. In addition, the policy and procedures for determining the balance of the ACL are reviewed annually by the Company’s Board, the internal audit department, independent credit reviewers and state and federal bank regulatory agencies.

Although the Company continues to actively monitor economic trends and regulatory developments, no assurance can be given that the Company will not, in any particular period, sustain losses that are significant relative to the ACL amount, or that subsequent evaluations of the loan portfolio applying management’s judgment about then current factors will not require significant changes in the ACL. Under such circumstances, additional credit loss expense could result.

For additional information regarding the ACL, its relation to credit loss expense and risk related to asset quality, see Note 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Loans by Regulatory Classification

Supplemental information regarding identification of the Company’s loan portfolio and credit quality based on regulatory classification is provided in the following tables. The regulatory classification of loans is based primarily on the type of collateral for the loans. There may be differences when compared to loan tables and loan amounts appearing elsewhere which reflect the Company’s internal loan segments which are based on the purpose of the loan.

The following table summarizes the Company’s loan portfolio by regulatory classification:

(Dollars in thousands)December 31, 2021December 31, 2020$ Change% Change
Custom and owner occupied construction$263,758$157,529$106,22967%
Pre-sold and spec construction257,568148,845108,72373%
Total residential construction521,326306,374214,95270%
Land development185,200102,93082,27080%
Consumer land or lots173,305123,74749,55840%
Unimproved land81,06459,50021,56436%
Developed lots for operative builders41,84030,44911,39137%
Commercial lots99,41860,49938,91964%
Other construction762,970555,375207,59537%
Total land, lot, and other construction1,343,797932,500411,29744%
Owner occupied2,645,8411,945,686700,15536%
Non-owner occupied3,056,6582,290,512766,14633%
Total commercial real estate5,702,4994,236,1981,466,30135%
Commercial and industrial1,463,0221,850,197(387,175)(21%)
Agriculture751,185721,49029,6954%
1st lien1,393,2671,228,867164,40013%
Junior lien34,83041,641(6,811)(16%)
Total 1-4 family1,428,0971,270,508157,58912%
Multifamily residential545,001391,895153,10639%
Home equity lines of credit761,990657,626104,36416%
Other consumer207,513190,18617,3279%
Total consumer969,503847,812121,69114%
States and political subdivisions615,251575,64739,6047%
Other153,147156,647(3,500)(2%)
Total loans receivable, including loans held for sale13,492,82811,289,2682,203,56020%
Less loans held for sale 1(60,797)(166,572)105,775(64%)
Total loans receivable$13,432,031$11,122,696$2,309,33521%

______________________________

1 Loans held for sale are primarily 1st lien 1-4 family loans.

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The following table summarizes the Company’s non-performing assets by regulatory classification:

Non-performing Assets, by Loan TypeNon- Accrual LoansAccruing Loans 90 Days or More Past DueOREO
(Dollars in thousands)December 31, 2021December 31, 2020December 31, 2021December 31, 2021December 31, 2021
Custom and owner occupied construction$237247237
Total residential construction237247237
Land development250342250
Consumer land or lots309201176133
Unimproved land124294124
Commercial lots368
Other construction12,88412,884
Total land, lot and other construction13,5671,20555013,017
Owner occupied3,9186,7253,918
Non-owner occupied6,0634,7965,848215
Total commercial real estate9,98111,5219,766215
Commercial and industrial3,0666,6892,517549
Agriculture29,1516,31326,3232,828
1st lien2,8705,3532,612258
Junior lien136301136
Total 1-4 family3,0065,6542,748258
Multifamily residential6,5486,548
Home equity lines of credit1,5632,9391,52241
Other consumer46057232112118
Total consumer2,0233,5111,84316218
Other112293112
Total$67,69135,43350,53217,14118

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The following table summarizes the Company’s accruing loans 30-89 days past due by regulatory classification:

Accruing 30-89 Days Delinquent Loans, by Loan Type
(Dollars in thousands)December 31, 2021December 31, 2020$ Change% Change
Custom and owner occupied construction$1,243$788$45558%
Pre-sold and spec construction443443n/m
Total residential construction1,686788898114%
Land development202(202)(100%)
Consumer land or lots1497178110%
Unimproved land305357(52)(15%)
Developed lots for operative builders306(306)(100%)
Other construction30,78830,788n/m
Total land, lot and other construction31,24293630,3063,238%
Owner occupied1,7393,432(1,693)(49%)
Non-owner occupied1,5581491,409946%
Total commercial real estate3,2973,581(284)(8%)
Commercial and industrial4,7321,8142,918161%
Agriculture4591,553(1,094)(70%)
1st lien2,1976,677(4,480)(67%)
Junior lien87553258%
Total 1-4 family2,2846,732(4,448)(66%)
Home equity lines of credit1,9942,840(846)(30%)
Other consumer1,6811,05462759%
Total consumer3,6753,894(219)(6%)
States and political subdivisions1,7332,358(625)(27%)
Other1,4581,06539337%
Total$50,566$22,721$27,845123%

_________________

n/m - not measurable

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The following table summarizes the Company’s charge-offs and recoveries by regulatory classification:

Net Charge-Offs (Recoveries), Years ended, By Loan TypeCharge-OffsRecoveries
(Dollars in thousands)December 31, 2021December 31, 2020December 31, 2021December 31, 2021
Custom and owner occupied construction$(9)
Pre-sold and spec construction(15)(24)15
Total residential construction(15)(33)15
Land development(233)(106)233
Consumer land or lots(165)(221)3168
Unimproved land(241)(489)241
Commercial lots(55)
Total land, lot and other construction(639)(871)3642
Owner occupied(423)(168)117540
Non-owner occupied(357)3,030148505
Total commercial real estate(780)2,8622651,045
Commercial and industrial411,533988947
Agriculture(20)3371232
1st lien(331)6942373
Junior lien(650)(211)650
Total 1-4 family(981)(142)421,023
Multifamily residential(40)(244)40
Home equity lines of credit(621)10141662
Other consumer236307532296
Total consumer(385)408573958
Other5,1483,8039,7114,563
Total$2,3297,65311,5949,265

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Sources of Funds

The Company’s deposits have traditionally been the principal source of funds for use in lending and other business purposes. The Company also obtains funds from repayment of loans and debt securities, securities sold under agreements to repurchase (“repurchase agreements”), wholesale deposits, advances from FHLB and other borrowings. Loan repayments are a relatively stable source of funds, while interest bearing deposit inflows and outflows are significantly influenced by general interest rate levels and market conditions. Borrowings and advances may be used on a short-term basis to compensate for reductions in normal sources of funds such as deposit inflows at less than projected levels. Borrowings also may be used on a long-term basis to support expanded activities, match maturities of longer-term assets or manage interest rate risk.

Deposits

The Company has several deposit programs designed to attract both short-term and long-term deposits from the general public by providing a wide selection of accounts and rates. These programs include non-interest bearing deposit accounts and interest bearing deposit accounts such as NOW, DDA, savings, money market deposits, fixed rate certificates of deposit with maturities ranging from three months to five years, negotiated-rate jumbo certificates, and individual retirement accounts. These deposits are obtained primarily from individual and business residents in the Bank’s geographic market areas. Wholesale deposits are obtained through various programs and include brokered deposits classified as NOW, DDA, money market deposits and certificate accounts. The Company’s deposits are summarized below:

December 31, 2021December 31, 2020
(Dollars in thousands)AmountPercentAmountPercent
Non-interest bearing deposits$7,779,28836%$5,454,53937%
NOW and DDA accounts5,301,83225%3,698,55925%
Savings accounts3,180,04615%2,000,17413%
Money market deposit accounts4,014,12819%2,627,33618%
Certificate accounts1,036,0775%978,7797%
Wholesale deposits25,878%38,142%
Total interest bearing deposits13,557,96164%9,342,99063%
Total deposits$21,337,249100%$14,797,529100%

Total estimated uninsured deposits were $6,907,608,000 and $4,066,521,000 at December 31, 2021 and December 31, 2020, respectively. The following table summarizes the estimated amounts outstanding at December 31, 2021 for uninsured time deposits according to the time remaining to maturity.

(Dollars in thousands)Certificates of Deposit
Within three months$70,280
Three months to six months55,390
Seven months to twelve months72,861
Over twelve months105,434
Total$303,965

For additional information on deposits, see Note 8 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Securities Sold Under Agreements to Repurchase, Federal Home Loan Bank Advances and Other Borrowings

The Company borrows money through repurchase agreements. This process involves the selling of one or more of the securities in the Company’s investment portfolio and simultaneously entering into an agreement to repurchase the same securities at an agreed upon later date, typically overnight. A rate of interest is paid for the agreed period of time. The Bank enters into repurchase agreements with local municipalities, and certain customers, and has adopted procedures designed to ensure proper transfer of title and safekeeping of the underlying securities. In addition to retail repurchase agreements, the Company periodically enters into wholesale repurchase agreements as additional funding sources. The Company has not entered into reverse repurchase agreements.

The Bank is a member of the FHLB of Des Moines, which is one of eleven banks that comprise the FHLB system.  The Bank is required to maintain a certain level of activity-based stock in order to borrow or to engage in other transactions with the FHLB of Des Moines. Additionally, the Bank is subject to a membership capital stock requirement that is based upon an annual calibration tied to the total assets of the Bank. The borrowings are collateralized by eligible categories of loans and debt securities (principally, securities which are obligations of, or guaranteed by, the U.S. government and its agencies), provided certain standards related to credit-worthiness have been met. Advances are made pursuant to several different credit programs, each of which has its own interest rates and range of maturities. The Bank’s maximum amount of FHLB advances is limited to the lesser of a fixed percentage of the Bank’s total assets or the discounted value of eligible collateral. FHLB advances fluctuate to meet seasonal and other withdrawals of deposits and to expand lending or investment opportunities of the Company.

Additionally, the Company has other sources of secured and unsecured borrowing lines from various sources that may be used from time to time.

For additional information concerning the Company’s borrowings, see Note 9 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Short-term borrowings

A critical component of the Company’s liquidity and capital resources is access to short-term borrowings to fund its operations. Short-term borrowings are accompanied by increased risks managed by the Bank’s Asset Liability Committee (“ALCO”) such as rate increases or unfavorable change in terms which would make it more costly to obtain future short-term borrowings. The Company’s short-term borrowing sources include FHLB advances, federal funds purchased and retail and wholesale repurchase agreements. The Company also has access to the short-term discount window borrowing programs (i.e., primary credit) of the Federal Reserve Bank (“FRB”). FHLB advances and certain other short-term borrowings may be renewed as long-term borrowings to decrease certain risks such as liquidity or interest rate risk; however, the reduction in risks are weighed against the increased cost of funds and other risks.

The following table provides information relating to significant short-term borrowings, which consists of borrowings that mature within one year of period end:

At or for the Years ended
(Dollars in thousands)December 31, 2021December 31, 2020
Repurchase agreements
Amount outstanding at end of period$1,020,7941,004,583
Weighted interest rate on outstanding amount0.19%0.33%
Maximum outstanding at any month end$1,040,9391,004,583
Average balance$994,968783,100
Weighted-average interest rate0.23%0.46%

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Subordinated Debentures

In addition to funds obtained in the ordinary course of business, the Company formed or acquired financing subsidiaries for the purpose of issuing trust preferred securities that entitle the investor to receive cumulative cash distributions thereon. Subordinated debentures were issued in conjunction with the trust preferred securities and the terms of the subordinated debentures and trust preferred securities are the same. For regulatory capital purposes, the trust preferred securities are included in Tier 2 capital at December 31, 2021. The subordinated debentures outstanding as of December 31, 2021 were $133 million, including fair value adjustments from acquisitions. For additional information regarding the subordinated debentures, see Note 10 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Liquidity Risk

In the normal course of business, the Company has commitments that require material cash requirements for customer deposits outflows, repurchase agreements, borrowed funds, lease obligations, off-balance sheet obligations, operating expenses and other contractual obligations. The source of funding for such requirements includes loan repayments, customer deposit inflows, borrowings and capital resources. Liquidity risk is the possibility that the Company will not be able to fund present and future obligations as they come due because of an inability to liquidate assets or obtain adequate funding at a reasonable cost.

The objective of liquidity management is to maintain cash flows adequate to meet current and future needs for credit demand, deposit withdrawals, maturing liabilities and corporate operating expenses. Effective liquidity management entails three elements:

1.assessing on an ongoing basis, the current and expected future needs for funds, and ensuring that sufficient funds or access to funds exist to meet those needs at the appropriate time;

2.providing for an adequate cushion of liquidity to meet unanticipated cash flow needs that may arise from potential adverse circumstances ranging from high probability/low severity events to low probability/high severity; and

3.balancing the benefits between providing for adequate liquidity to mitigate potential adverse events and the cost of that liquidity.

The Company has a wide range of versatility in managing the liquidity and asset/liability mix. The Bank’s ALCO meets regularly to assess liquidity risk, among other matters. The Company monitors liquidity and contingency funding alternatives through management reports of liquid assets (e.g., debt securities), both unencumbered and pledged, as well as borrowing capacity, both secured and unsecured, including off-balance sheet funding sources. The Company evaluates its potential funding needs across alternative scenarios and maintains contingency funding plans consistent with the Company’s access to diversified sources of contingent funding.

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The following table identifies certain liquidity sources and capacity available to the Company as of the dates indicated:

(Dollars in thousands)December 31, 2021December 31, 2020
FHLB advances
Borrowing capacity$2,995,6222,446,759
Amount utilized
Letters of credit(1,631)(1,498)
Amount available$2,993,9912,445,261
FRB discount window
Borrowing capacity$1,450,9081,269,778
Amount utilized
Amount available$1,450,9081,269,778
Unsecured lines of credit available$635,000635,000
Unencumbered debt securities
U.S. government and federal agency$1,346,74938,588
U.S. government sponsored enterprises240,6939,781
State and local governments796,323185,680
Corporate bonds180,75299,764
Residential mortgage-backed securities4,094,7131,994,927
Commercial mortgage-backed securities1,023,1311,028,944
Total unencumbered debt securities$7,682,3613,357,684

Contractual Obligations and Off-Balance Sheet Arrangements

In the normal course of business, there may be various outstanding commitments to obtain funding and to extend credit, such as letters of credit and unfunded loan commitments, which are not reflected in the accompanying condensed consolidated financial statements. The Company assessed the off-balance sheet credit exposures as of December 31, 2021 and determined its ACL of $22.8 million was adequate to absorb the estimated credit losses. Such ACL is included in other liabilities.

Off-balance sheet arrangements also include any obligation related to a variable interest held in an unconsolidated entity. The Company does not anticipate any material losses as a result of these transactions. For additional information regarding the Company’s interests in unconsolidated VIEs, see Note 7 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Capital Resources

Maintaining capital strength continues to be a long-term objective of the Company. Abundant capital is necessary to sustain growth, provide protection against unanticipated declines in asset values, and to safeguard the funds of depositors. Capital is also a source of funds for loan demand and enables the Company to effectively manage its assets and liabilities. The Company has the capacity to issue 117,187,500 shares of common stock of which 110,687,533 have been issued as of December 31, 2021. The Company also has the capacity to issue 1,000,000 shares of preferred stock of which none have been issued as of December 31, 2021. Conversely, the Company may decide to utilize a portion of its strong capital position, as it has done in the past, to repurchase shares of its outstanding common stock, depending on market price and other relevant considerations.

The Federal Reserve has adopted capital adequacy guidelines that are used to assess the adequacy of capital in supervising a bank holding company. The federal banking agencies issued final rules (“Final Rules”) that established a comprehensive regulatory capital framework based on the recommendation of the Basel Committee on Banking Supervision and certain requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Final Rules require the Company to hold a 2.5 percent capital conservation buffer designed to absorb losses during periods of economic stress. As of December 31, 2021, management believes the Company and Bank meet all capital adequacy requirements to which they are subject and there are no conditions or events subsequent to this date that management believes have changed the Company’s or Bank’s risk-based capital category.

The following table illustrates the Bank’s regulatory capital ratios and the Federal Reserve’s capital adequacy guidelines as of December 31, 2021:

Total Capital (To Risk-Weighted Assets)Tier 1 Capital (To Risk-Weighted Assets)Common Equity Tier 1 (To Risk-Weighted Assets)Leverage Ratio/ Tier 1 Capital (To Average Assets)
Glacier Bank actual regulatory ratios13.53%12.56%12.56%8.70%
Minimum capital requirements8.00%6.00%4.50%4.00%
Minimum capital requirements plus capital conservation buffer10.50%8.50%7.00%N/A
Well capitalized requirements10.00%8.00%6.50%5.00%

On January 1, 2020, the Company adopted the current expected credit loss (“CECL”) accounting standard that requires management’s estimate of credit losses over the expected contractual lives of the Company's relevant financial assets. On March 27, 2020, in response to the COVID-19 pandemic, federal banking regulators issued an interim final rule to delay for two years the initial adoption impact of CECL on regulatory capital, followed by a three-year transition period to phase out the aggregate amount of the capital benefit provided during 2020 and 2021 (i.e., a five-year transition period). The Company has elected to utilize the five-year transition period. During the two-year delay, the Company will add back to Common Tier 1 capital 100 percent of the initial adoption impact of CECL plus 25 percent of the cumulative quarterly changes in ACL (i.e., quarterly transitional amounts). Starting on January 1, 2022, the quarterly transitional amounts along with the initial adoption impact of CECL will be phased out of Common Tier 1 capital evenly over the three-year period.

For additional information regarding regulatory capital, see Note 12 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

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Federal and State Income Taxes

The Company files a consolidated federal income tax return using the accrual method of accounting. All required tax returns have been timely filed. Financial institutions are subject to the provisions of the Internal Revenue Code of 1986, as amended, in the same general manner as other corporations. The federal statutory corporate income tax rate is 21 percent.

Within the Company’s geographic footprint under Montana, Idaho, Utah, Colorado and Arizona law, financial institutions are subject to a corporation income tax, which incorporates or is substantially similar to applicable provisions of the Internal Revenue Code. The corporation income tax is imposed on federal taxable income, subject to certain adjustments. State taxes are incurred at the rate of 6.75 percent in Montana, 6.500 percent in Idaho, 4.95 percent in Utah, 4.6 percent in Colorado and 4.9 percent in Arizona. Washington, Wyoming and Nevada do not impose a corporate income tax. The Company is also required to file in states other than the eight states in which it has properties.

Income tax expense for the years ended December 31, 2021 and 2020 was $64.7 million and $61.6 million, respectively. The Company’s effective income tax rate for the years ended December 31, 2021 and 2020 was 18.5 percent and 18.8 percent, respectively. The current and prior year’s low effective income tax rates were due to income from tax-exempt debt securities, municipal loans and leases and benefits from federal income tax credits. Income from tax-exempt debt securities, loans and leases was $69.2 million and $62.5 million for the years ended December 31, 2021 and 2020, respectively. Benefits from federal income tax credits were $12.3 million and $14.9 million for the years ended December 31, 2021 and 2020, respectively.

The Company has equity investments in Certified Development Entities (“CDE”) which have received allocations of New Markets Tax Credits (“NMTC”). Administered by the Community Development Financial Institutions Fund (“CDFI Fund”) of the U.S. Department of the Treasury, the NMTC program is aimed at stimulating economic and community development and job creation in low-income communities. The federal income tax credits received are claimed over a seven-year credit allowance period. The Company also has equity investments in Low-Income Housing Tax Credits (“LIHTC”) which are indirect federal subsidies used to finance the development of affordable rental housing for low-income households. The federal income tax credits are claimed over a ten-year credit allowance period. The Company has investments of $16.0 million in Qualified School Construction bonds whereby the Company receives quarterly federal income tax credits in lieu of taxable interest income. The federal income tax credits on these debt securities are subject to federal and state income tax.

Following is a list of expected federal income tax credits to be received in the years indicated.

(Dollars in thousands)New Markets Tax CreditsLow-Income Housing Tax CreditsDebt Securities Tax CreditsTotal
2022$6,67412,92667420,274
20236,07815,65363122,362
20244,48215,87859420,954
20252,73615,76045118,947
20262,01615,61921917,854
Thereafter2,01653,92623356,175
$24,002129,7622,802156,566

For additional information on income taxes, see Note 16 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data”.

Average Balance Sheet

The following schedule provides 1) the total dollar amount of interest and dividend income of the Company for earning assets and the average yields; 2) the total dollar amount of interest expense on interest bearing liabilities and the average rates; 3) net interest and dividend income and interest rate spread; and 4) net interest margin (tax-equivalent).

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Years ended
December 31, 2021December 31, 2020December 31, 2019
(Dollars in thousands)Average BalanceInterest and DividendsAverage Yield/ RateAverage BalanceInterest and DividendsAverage Yield/ RateAverage BalanceInterest and DividendsAverage Yield/ Rate
Assets
Residential real estate loans$910,300$43,3004.76%$1,006,001$46,3924.61%$965,553$46,8994.86%
Commercial loans 19,900,056476,6784.81%9,057,210441,7624.88%7,084,753373,8885.28%
Consumer and other loans993,08244,6144.49%948,37944,5594.70%881,72644,6675.07%
Total loans 211,803,438564,5924.78%11,011,590532,7134.84%8,932,032465,4545.21%
Tax-exempt investment securities 31,584,31359,7133.77%1,306,64052,2014.00%917,45438,1954.16%
Taxable investment securities 46,512,20275,5531.16%2,746,85559,0272.15%1,935,21556,2582.91%
Total earning assets19,899,953699,8583.52%15,065,085643,9414.27%11,784,701559,9074.75%
Goodwill and intangibles683,000564,603410,561
Non-earning assets850,742784,075611,788
Total assets$21,433,695$16,413,763$12,807,050
Liabilities
Non-interest bearing deposits$6,544,843$%$4,772,386$%$3,323,641$%
NOW and DDA accounts4,325,0712,7370.06%3,094,6752,8490.09%2,447,0374,1960.17%
Savings accounts2,493,1747710.03%1,737,2727420.04%1,420,6821,0220.07%
Money market deposit accounts3,144,5073,9140.12%2,356,5085,0770.22%1,787,1495,3850.30%
Certificate accounts976,8944,6430.48%986,1268,5680.87%923,8409,2571.00%
Wholesale deposits 531,103700.22%78,2833840.49%137,4423,4202.49%
Repurchase agreements994,9682,3020.23%783,1013,6010.94%470,3513,6940.79%
FHLB advances%79,2777330.91%265,7129,0233.35%
Subordinated debentures and other borrowed funds166,3864,1212.48%172,1045,3613.11%154,8916,7764.37%
Total interest bearing liabilities18,676,94618,5580.10%14,059,73227,3150.19%10,930,74542,7730.39%
Other liabilities186,068162,079123,002
Total liabilities18,863,01414,221,81111,053,747
Stockholders’ Equity
Common stock993949883
Paid-in capital1,708,2711,474,3591,208,772
Retained earnings772,300604,796510,601
Accumulated other comprehensive income (loss)89,117111,84833,047
Total stockholders’ equity2,570,6812,191,9521,753,303
Total liabilities and stockholders’ equity$21,433,695$16,413,763$12,807,050
Net interest income (tax-equivalent)$681,300$616,626$517,134
Net interest spread (tax-equivalent)3.42%4.08%4.36%
Net interest margin (tax-equivalent)3.42%4.09%4.39%

______________________________

1Includes tax effect of $5.6 million, $5.3 million and $4.8 million on tax-exempt municipal loan and lease income for the years ended December 31, 2021, 2020 and 2019, respectively.

2Total loans are gross of the allowance for credit losses, net of unearned income and include loans held for sale. Non-accrual loans were included in the average volume for the entire period.

3Includes tax effect of $12.2 million, $10.5 million and $7.8 million on tax-exempt debt securities income for the years ended December 31, 2021, 2020 and 2019, respectively.

4Includes tax effect of $1.0 million, $1.1 million and $1.1 million on federal income tax credits for the years ended December 31, 2021, 2020 and 2019, respectively.

5Wholesale deposits include brokered deposits classified as NOW, DDA, money market deposit and certificate accounts with contractual maturities.

54

Rate/Volume Analysis

Net interest income can be evaluated from the perspective of relative dollars of change in each period. Interest income and interest expense, which are the components of net interest income, are shown in the following table on the basis of the amount of any increases (or decreases) attributable to changes in the dollar levels of the Company’s interest earning assets and interest bearing liabilities (“volume”) and the yields earned and paid on such assets and liabilities (“rate”). The change in interest income and interest expense attributable to changes in both volume and rates has been allocated proportionately to the change due to volume and the change due to rate.

Year ended December 31,Year ended December 31,
2021 vs. 20202020 vs. 2019
Increase (Decrease) Due to:Increase (Decrease) Due to:
(Dollars in thousands)VolumeRateNetVolumeRateNet
Interest income
Residential real estate loans$(4,413)1,321(3,092)1,964(2,471)(507)
Commercial loans (tax-equivalent)39,791(4,874)34,917105,403(37,528)67,875
Consumer and other loans1,972(1,917)553,508(3,616)(108)
Investment securities (tax-equivalent)110,940(86,900)24,04039,760(22,987)16,773
Total interest income148,290(92,370)55,920150,635(66,602)84,033
Interest expense
NOW and DDA accounts1,122(1,233)(111)1,125(2,471)(1,346)
Savings accounts319(290)29231(511)(280)
Money market deposit accounts1,679(2,843)(1,164)1,735(2,043)(308)
Certificate accounts(103)(3,821)(3,924)651(1,340)(689)
Wholesale deposits(232)(83)(315)(1,467)(1,570)(3,037)
Repurchase agreements962(2,260)(1,298)2,473(2,565)(92)
FHLB advances(733)(733)(6,324)(1,966)(8,290)
Repurchase agreements and other borrowed funds(193)(1,048)(1,241)773(2,189)(1,416)
Total interest expense2,821(11,578)(8,757)(803)(14,655)(15,458)
Net interest income (tax-equivalent)$145,469(80,792)64,677151,438(51,947)99,491

Net interest income (tax-equivalent) increased $64.7 million for the year ended December 31, 2021 compared to the same period in 2020. The interest income for 2021 increased over the same period last year primarily from the acquisition of Alta, increased volume in commercial loans and investment securities. The growth in the investment securities was the result of security purchases utilizing the $1.623 billion of cash received from the Alta acquisition, excess liquidity from the increase in core deposits, and SBA forgiveness of PPP loans. Total interest expense decreased from the prior year primarily from the decreased rates on deposits.

Net interest income (tax-equivalent) increased $99.5 million for the year ended December 31, 2020 compared to the same period in 2019. The interest income for 2020 increased over the same period last year primarily from increased growth in commercial loans and investment securities. The growth in the commercial loan portfolio was driven by the PPP loans new for 2020. The growth in the investment securities was the result of security purchases utilizing excess liquidity from the increase in core deposits. Total interest expense decreased from the prior year primarily from the decreased rates on deposits and borrowings combined with a decreased amount of FHLB advances and wholesale deposits.

Cyber Risk

A failure in or breach of the Company’s operational or security systems, or those of the Company’s third party service providers, including as a result of cyber-attacks, could disrupt business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase costs and cause losses. The Company employs detection and response mechanisms designed to contain and mitigate these risks. The Company maintains a robust information security program that is regularly reviewed, tested, and updated. This includes vulnerability and patch management programs, incident response planning, security monitoring, employee training, and security awareness testing. The Board's Risk Oversight Committee is responsible for monitoring the Company’s cyber risk management profile and related programs. The Board is responsible for approval of related policies.

55

Critical Accounting Policies

The preparation of consolidated financial statements in conformity with GAAP often requires management to use significant judgments as well as subjective and/or complex measurements in making estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. The Company considers its accounting policies for the ACL, goodwill and fair value measurements to be critical accounting policies. The application of these policies has a significant impact on the Company’s consolidated financial statements and financial results could differ significantly if different judgments or estimates were applied. The following describes why the estimates are subject to uncertainty, the estimated change in the reported periods, and the sensitivity of the reported amounts to the methods, assumptions, and estimates underlying the calculation.

Allowance for Credit Losses

The allowance for credit losses for loans receivable represents management’s estimate of credit losses over the expected contractual life of the loan portfolio. Determining the adequacy of the allowance is complex and requires a high degree of judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then-existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance in those future period which is why there is such a high degree of uncertainty. Such factors or assumptions include loan volumes, delinquency status, credit ratings, historical loss experiences, estimated prepayment speeds, weighted average lives and other conditions influencing loss expectations, such as reasonable and supportable forecasts of economic conditions. As a result of the significant size of the loan portfolio, the numerous assumptions in the model, and the high degree of potential change in such assumptions, there is a high degree of sensitivity to the reported amounts. For information regarding the ACL for loans receivable, its relation to the provision for credit losses and risk related to asset quality, and the estimated change during the reported periods, see the section captioned “Allowance for Credit Losses - Loans Receivable” included in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes 1 and 3 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Goodwill

The Company is required to assess goodwill for impairment on an annual basis, or more frequently if determined necessary. Goodwill of a reporting unit is tested for impairment if an event is more-likely-than-not to reduce the fair value of a reporting unit below its carrying amount. Changes in the economic environment, operations of the aggregated reporting units, or other factors could result in the decline in the fair value of the aggregated reporting units which could result in a goodwill impairment in the future. The estimate is considered to have a low amount of uncertainty unless there is an event that significantly lowers the goodwill fair value estimate. Examples of events and circumstances include: significant change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, loss of key personnel, a more likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of, and the testing for recoverability of a significant asset group within a reporting unit. There were no changes to the Company’s assessment or reported amounts during 2021. For information on goodwill, see Notes 1 and 5 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Fair Value Measurements

Fair value measurement estimates are used for certain recorded and disclosed financial instruments on a recurring and non-recurring basis. Such estimates utilize a variety of assumptions which are subject to uncertainty. Certain fair value measurements have a higher degree of sensitivity of the reported amount to the methods, assumptions and estimates underlying the calculation. For information on fair value measurements and the estimated changes during the reporting periods, see Note 21 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”

Impact of Recently Issued Accounting Standards

Authoritative accounting guidance that may have had a material impact on the Company that became effective during 2021 or 2020 includes amendments to:

•FASB ASC Topic 326, Financial Instruments - Credit Losses

•FASB ASC Topic 350, Simplifying the Test for Goodwill

There is no authoritative accounting guidance which is pending adoption at December 31, 2021, that is expected to have a material impact on the Company.

For additional information on the topics and the impact on the Company see Note 1 to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.”