UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q 
(Mark One)

☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2023March 31, 2024
OR
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ to ______________
 Commission File Number 000-26584
BANNER CORPORATION
(Exact name of registrant as specified in its charter)
Washington91-1691604
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification Number)
10 South First Avenue, Walla Walla, Washington 99362
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (509) 527-3636
Securities registered pursuant to Section 12(b) of the Act
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.01 per shareBANRThe NASDAQ Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 YesNo
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
 YesNo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer   ☐Non-accelerated filer  ☐Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
Title of class:As of October 31, 2023April 30, 2024
Common Stock, $.01 par value per share34,348,09434,449,548 shares
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BANNER CORPORATION AND SUBSIDIARIES

Table of Contents
Item 1 – Financial Statements.Statements (unaudited).  The Unaudited Condensed Consolidated Financial Statements of Banner Corporation and Subsidiaries filed as a part of the report are as follows:
 
Comparison of Financial Condition at September 30, 2023 and December 31, 2022
Comparison of Results of Operations for the Three Months Ended September 30, 2023 and June 30, 2023 and the Nine Months Ended September 30, 2023 and 2022
 
Sensitivity Analysis
Item 4 – Controls and Procedures
PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
Item 1A – Risk Factors
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Table of Contents

All references to “Banner” refer to Banner Corporation and those to the “Bank” refer to its wholly-owned subsidiary, Banner Bank. As used throughout this report, the terms “we,” “our,” “us,” or the “Company” refer to Banner Corporation and its consolidated subsidiaries, unless the context otherwise requires.

Special Note Regarding Forward-Looking Statements

Certain matters in this Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, assumptions and statements about future economic performance and projections of financial items, including statements about our financial condition, liquidity and results of operations. Forward-looking statements are not statements of historical fact, are based on certain assumptions and are generally identified by use of the words “believes,” “expects,” “anticipates,” “estimates,” “forecasts,” “intends,” “plans,” “targets,” “potentially,” “probably,” “projects,” “outlook” or similar expressions, or future or conditional verbs such as “may,” “will,” “should,” “would” and “could.” These forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from the results anticipated or implied by our forward-looking statements, including, but not limited to: potential adverse impacts to economic conditions in our local market areas, other markets where the Company has lending relationships, or other aspects of the Company’s business operations or financial markets, including, without limitation, as a result of employment levels, labor shortages and the effects of inflation, a potential recession or slowed economic growth caused by increasing political instability from acts of war including Russia’s invasion of Ukraine, as well as increasing supply chain disruptions;growth; changes in the interest rate environment, including the recentpast increases in the Board of Governors of the Federal Reserve System (the Federal Reserve) benchmark rate and duration at which such increased interest rate levels are maintained, which could adversely affect our revenues and expenses, the value of assets and obligations, and the availability and cost of capital and liquidity; the impact of continuing highelevated inflation and the current and future monetary policies of the Federal Reserve in response thereto; the effects of any federal government shutdown; the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses and provisions for credit losses; the ability to manage loan delinquency rates; competitive pressures among financial services companies; changes in consumer spending or borrowing and spending habits; interest rate movements generally and the relative differences between short and long-term interest rates, loan and deposit interest rates, net interest margin and funding sources; the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; the transition away from the London Interbank Offered Rate (LIBOR) toward new interest rate benchmarks; the impact of repricing and competitors’ pricing initiatives on loan and deposit products; fluctuations in the demand for loans, the number of unsold homes, land and other properties and fluctuations in real estate values; the ability to adapt successfully to technological changes to meet clients’ needs and developments in the marketplace; the ability to access cost-effective funding; the ability to control operating costs and expenses, including the costs associated with our “Banner Forward” initiative;expenses; the use of estimates in determining fair value of certain assets and liabilities, which estimates may prove to be incorrect and result in significant changes in valuation; staffing fluctuations in response to product demand or the implementation of corporate strategies that affect employees, and potential associated charges; disruptions, security breaches or other adverse events, failures or interruptions in, or attacks on, information technology systems or on the third-party vendors who perform critical processing functions; changes in financial markets; changes in economic conditions in general and in Washington, Idaho, Oregon and California in particular; secondary market conditions for loans and the ability to sell loans in the secondary market; the costs, effects and outcomes of litigation; legislation or regulatory changes, including but not limited to changes in regulatory policies and principles, or the interpretation of regulatory capital or other rules, results of safety and soundness and compliance examinations by the Federal Reserve, the Federal Deposit Insurance Corporation (the FDIC), the Washington State Department of Financial Institutions, Division of Banks (the Washington DFI), or other regulatory authorities, including the possibility that any such regulatory authority may, among other things, require restitution or institute an informal or formal enforcement action which could require an increase in reserves for loancredit losses, write-downs of assets or changes in regulatory capital position, or affect the ability to borrow funds, or maintain or increase deposits, or impose additional requirements and restrictions, any of which could adversely affect liquidity and earnings; the availability of resources to address changes in laws, rules, or regulations or to respond to regulatory actions; the quality and composition of our securities portfolio and the impact of adverse changes in the securities markets; the inability of key third-party providers to perform their obligations; changes in accounting principles, policies or guidelines, including additional guidance and interpretation on accounting issues and details of the implementation of new accounting methods; the effects of climate change, severe weather events, natural disasters, pandemics, epidemics and other public health crises, acts of war or terrorism, and other external events on our business; other economic, competitive, governmental, regulatory and technological factors affecting operations, pricing, products and services; future acquisitions by the Company of other depository institutions or lines of business; and future goodwill impairment due to changes in the Company’s business, changes in market conditions; and other risks detailed in our Form 10-K for the year ended December 31, 20222023 (“20222023 Form 10-K”) and in our reports filed with or furnished to the U.S. Securities and Exchange Commission (SEC), including this report on Form 10-Q.

Any forward-looking statements are based upon management’s beliefs and assumptions at the time they are made. We do not undertake and specifically disclaim any obligation to update any forward-looking statements included in this report or the reasons why actual results could differ from those contained in such statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking statements discussed in this report might not occur, and you should not put undue reliance on any forward-looking statements.

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Table of Contents
PART I. FINANCIAL INFORMATION
ITEM 1 - Financial Statements (unaudited)
BANNER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited) (In thousands, except shares and per share amounts)
September 30, 2023March 31, 2024 and December 31, 20222023
ASSETSASSETSSeptember 30,
2023
December 31,
2022
ASSETSMarch 31,
2024
December 31,
2023
Cash and due from banksCash and due from banks$207,171 $198,154 
Interest bearing depositsInterest bearing deposits44,535 44,908 
Total cash and cash equivalentsTotal cash and cash equivalents251,706 243,062 
Securities—trading25,268 28,694 
Securities—available-for-sale, net of allowance for credit losses of $750 and none, respectively; amortized cost $2,774,972 and $3,218,777, respectively2,287,993 2,789,031 
Securities—held-to-maturity, net of allowance for credit losses of $349 and $379, respectively1,082,156 1,117,588 
Securities—available-for-sale, amortized cost $2,617,986 and $2,729,980, respectively
Securities—available-for-sale, amortized cost $2,617,986 and $2,729,980, respectively
Securities—available-for-sale, amortized cost $2,617,986 and $2,729,980, respectively
Securities—held-to-maturity, net of allowance for credit losses of $322 and $332, respectively
Total securities Total securities3,395,417 3,935,313 
Federal Home Loan Bank (FHLB) stockFederal Home Loan Bank (FHLB) stock15,600 12,000 
Securities purchased under agreements to resell— 300,000 
Loans held for sale (includes $51,697 and $51,779, at fair value, respectively)54,158 56,857 
Federal Home Loan Bank (FHLB) stock
Federal Home Loan Bank (FHLB) stock
Loans held for sale (includes $7,208 and $9,105, at fair value, respectively)
Loans held for sale (includes $7,208 and $9,105, at fair value, respectively)
Loans held for sale (includes $7,208 and $9,105, at fair value, respectively)
Loans receivableLoans receivable10,611,417 10,146,724 
Allowance for credit losses – loansAllowance for credit losses – loans(146,960)(141,465)
Net loans receivableNet loans receivable10,464,457 10,005,259 
Accrued interest receivableAccrued interest receivable61,040 57,284 
Property and equipment, netProperty and equipment, net136,504 138,754 
GoodwillGoodwill373,121 373,121 
Other intangibles, netOther intangibles, net6,542 9,440 
Bank-owned life insurance (BOLI)Bank-owned life insurance (BOLI)303,347 297,565 
Deferred tax assets, netDeferred tax assets, net186,775 178,131 
Operating lease right-of-use assetsOperating lease right-of-use assets43,447 49,283 
Other assetsOther assets215,766 177,362 
Total assetsTotal assets$15,507,880 $15,833,431 
LIABILITIESLIABILITIES
Deposits:Deposits:
Deposits:
Deposits:
Non-interest-bearing
Non-interest-bearing
Non-interest-bearingNon-interest-bearing$5,197,854 $6,176,998 
Interest-bearing transaction and savings accountsInterest-bearing transaction and savings accounts6,518,385 6,719,531 
Interest-bearing certificatesInterest-bearing certificates1,458,313 723,530 
Total depositsTotal deposits13,174,552 13,620,059 
Advances from FHLBAdvances from FHLB140,000 50,000 
Other borrowingsOther borrowings188,440 232,799 
Subordinated notes, netSubordinated notes, net92,748 98,947 
Junior subordinated debentures at fair value (issued in connection with Trust Preferred Securities)Junior subordinated debentures at fair value (issued in connection with Trust Preferred Securities)66,284 74,857 
Operating lease liabilitiesOperating lease liabilities48,642 55,205 
Accrued expenses and other liabilitiesAccrued expenses and other liabilities231,478 200,839 
Deferred compensationDeferred compensation45,129 44,293 
Total liabilitiesTotal liabilities13,987,273 14,376,999 
COMMITMENTS AND CONTINGENCIES (Note 11)COMMITMENTS AND CONTINGENCIES (Note 11)COMMITMENTS AND CONTINGENCIES (Note 11)
SHAREHOLDERS’ EQUITYSHAREHOLDERS’ EQUITY
Preferred stock - $0.01 par value per share, 500,000 shares authorized; no shares outstanding at September 30, 2023 and December 31, 2022— — 
Common stock and paid in capital - $0.01 par value per share, 50,000,000 shares authorized; 34,345,949 shares issued and outstanding at September 30, 2023; 34,194,018 shares issued and outstanding at December 31, 20221,297,307 1,293,959 
Common stock (non-voting) and paid in capital - $0.01 par value per share, 5,000,000 shares authorized; no shares issued and outstanding at September 30, 2023; no shares issued and outstanding at December 31, 2022— — 
Preferred stock - $0.01 par value per share, 500,000 shares authorized; no shares outstanding at March 31, 2024 and December 31, 2023
Preferred stock - $0.01 par value per share, 500,000 shares authorized; no shares outstanding at March 31, 2024 and December 31, 2023
Preferred stock - $0.01 par value per share, 500,000 shares authorized; no shares outstanding at March 31, 2024 and December 31, 2023
Common stock and paid in capital - $0.01 par value per share, 50,000,000 shares authorized; 34,395,221 shares issued and outstanding at March 31, 2024; 34,348,369 shares issued and outstanding at December 31, 2023
Common stock (non-voting) and paid in capital - $0.01 par value per share, 5,000,000 shares authorized; no shares issued and outstanding at March 31, 2024; no shares issued and outstanding at December 31, 2023
Retained earningsRetained earnings616,215 525,242 
Carrying value of shares held in trust for stock-based compensation plansCarrying value of shares held in trust for stock-based compensation plans(6,546)(6,905)
Liability for common stock issued to stock related compensation plansLiability for common stock issued to stock related compensation plans6,546 6,905 
Accumulated other comprehensive lossAccumulated other comprehensive loss(392,915)(362,769)
Total shareholders’ equityTotal shareholders’ equity1,520,607 1,456,432 
Total shareholders’ equity
Total shareholders’ equity
Total liabilities and shareholders’ equityTotal liabilities and shareholders’ equity$15,507,880 $15,833,431 
See Selected Notes to the Consolidated Financial Statements
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Table of Contents
BANNER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (In thousands, except shares and per share amounts)
For the Three and Nine Months Ended September 30,March 31, 2024 and 2023 and 2022
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Three Months Ended
March 31,
Three Months Ended
March 31,
Three Months Ended
March 31,
2024
2024
2024
INTEREST INCOME:
INTEREST INCOME:
INTEREST INCOME:INTEREST INCOME:
Loans receivableLoans receivable$149,254 $116,610 $423,359 $321,466 
Loans receivable
Loans receivable
Mortgage-backed securities
Mortgage-backed securities
Mortgage-backed securitiesMortgage-backed securities17,691 17,558 54,954 48,486 
Securities and cash equivalentsSecurities and cash equivalents12,119 16,951 39,521 37,059 
Securities and cash equivalents
Securities and cash equivalents
Total interest income
Total interest income
Total interest incomeTotal interest income179,064 151,119 517,834 407,011 
INTEREST EXPENSE:INTEREST EXPENSE:
INTEREST EXPENSE:
INTEREST EXPENSE:
Deposits
Deposits
DepositsDeposits31,001 2,407 60,784 6,501 
FHLB advancesFHLB advances2,233 — 8,654 291 
FHLB advances
FHLB advances
Other borrowings
Other borrowings
Other borrowingsOther borrowings1,099 81 2,251 245 
Subordinated debtSubordinated debt2,965 2,188 8,549 5,866 
Subordinated debt
Subordinated debt
Total interest expense
Total interest expense
Total interest expenseTotal interest expense37,298 4,676 80,238 12,903 
Net interest incomeNet interest income141,766 146,443 437,596 394,108 
PROVISION FOR CREDIT LOSSES2,027 6,087 8,267 3,660 
Net interest income after provision for credit losses139,739 140,356 429,329 390,448 
Net interest income
Net interest income
PROVISION (RECAPTURE) FOR CREDIT LOSSES
PROVISION (RECAPTURE) FOR CREDIT LOSSES
PROVISION (RECAPTURE) FOR CREDIT LOSSES
Net interest income after provision (recapture) for credit losses
Net interest income after provision (recapture) for credit losses
Net interest income after provision (recapture) for credit losses
NON-INTEREST INCOME:
NON-INTEREST INCOME:
NON-INTEREST INCOME:NON-INTEREST INCOME:
Deposit fees and other service chargesDeposit fees and other service charges10,916 11,449 32,078 33,638 
Deposit fees and other service charges
Deposit fees and other service charges
Mortgage banking operations
Mortgage banking operations
Mortgage banking operationsMortgage banking operations2,049 105 6,426 8,523 
BOLIBOLI2,062 1,804 6,636 5,674 
BOLI
BOLI
MiscellaneousMiscellaneous942 1,689 4,010 5,423 
15,969 15,047 49,150 53,258 
Net (loss) gain on sale of securities(2,657)(14,436)473 
Miscellaneous
Miscellaneous
17,486
17,486
17,486
Net loss on sale of securities
Net loss on sale of securities
Net loss on sale of securities
Net change in valuation of financial instruments carried at fair valueNet change in valuation of financial instruments carried at fair value(654)532 (4,357)650 
Gain on sale of branches, including related deposits— — — 7,804 
Net change in valuation of financial instruments carried at fair value
Net change in valuation of financial instruments carried at fair value
Total non-interest income
Total non-interest income
Total non-interest incomeTotal non-interest income12,658 15,585 30,357 62,185 
NON-INTEREST EXPENSE:NON-INTEREST EXPENSE:
NON-INTEREST EXPENSE:
NON-INTEREST EXPENSE:
Salary and employee benefits
Salary and employee benefits
Salary and employee benefitsSalary and employee benefits61,091 61,639 184,452 181,957 
Less capitalized loan origination costsLess capitalized loan origination costs(4,498)(5,984)(12,386)(19,436)
Less capitalized loan origination costs
Less capitalized loan origination costs
Occupancy and equipment
Occupancy and equipment
Occupancy and equipmentOccupancy and equipment11,722 12,008 35,686 38,512 
Information and computer data servicesInformation and computer data services7,118 6,803 21,347 19,451 
Information and computer data services
Information and computer data services
Payment and card processing services
Payment and card processing services
Payment and card processing servicesPayment and card processing services5,172 5,508 14,459 16,086 
Professional and legal expensesProfessional and legal expenses3,042 2,619 7,563 7,677 
Professional and legal expenses
Professional and legal expenses
Advertising and marketing
Advertising and marketing
Advertising and marketingAdvertising and marketing1,362 1,326 3,108 2,609 
Deposit insuranceDeposit insurance2,874 1,946 7,603 4,910 
Deposit insurance
Deposit insurance
State and municipal business and use taxes
State and municipal business and use taxes
State and municipal business and use taxesState and municipal business and use taxes1,359 1,223 3,888 3,389 
Real estate operations, netReal estate operations, net(383)68 (585)(132)
Real estate operations, net
Real estate operations, net
Amortization of core deposit intangiblesAmortization of core deposit intangibles857 1,215 2,898 4,064 
Loss on extinguishment of debt— — — 793 
Amortization of core deposit intangibles
Amortization of core deposit intangibles
Miscellaneous
Miscellaneous
MiscellaneousMiscellaneous6,175 6,663 17,884 18,402 
Total non-interest expenseTotal non-interest expense95,891 95,034 285,917 278,282 
Total non-interest expense
Total non-interest expense
Income before provision for income taxes
Income before provision for income taxes
Income before provision for income taxesIncome before provision for income taxes56,506 60,907 173,769 174,351 
PROVISION FOR INCOME TAXESPROVISION FOR INCOME TAXES10,652 11,837 32,769 33,353 
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES
NET INCOME
NET INCOME
NET INCOMENET INCOME$45,854 $49,070 $141,000 $140,998 
Earnings per common share:Earnings per common share:
Earnings per common share:
Earnings per common share:
Basic
Basic
BasicBasic$1.33 $1.43 $4.11 $4.11 
DilutedDiluted$1.33 $1.43 $4.09 $4.09 
Diluted
Diluted
Cumulative dividends declared per common share
Cumulative dividends declared per common share
Cumulative dividends declared per common shareCumulative dividends declared per common share$0.48 $0.44 $1.44 $1.32 
Weighted average number of common shares outstanding:Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding:
Weighted average number of common shares outstanding:
Basic
Basic
BasicBasic34,379,865 34,224,640 34,331,458 34,277,182 
DilutedDiluted34,429,726 34,416,017 34,439,214 34,499,246 
Diluted
Diluted
See Selected Notes to the Consolidated Financial Statements
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Table of Contents
BANNER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(Unaudited) (In thousands)
For the Three and Nine Months Ended September 30,March 31, 2024 and 2023 and 2022

Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
NET INCOME$45,854 $49,070 $141,000 $140,998 
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF INCOME TAXES:
Unrealized holding loss on securities—available-for-sale arising during the period(76,417)(140,312)(71,669)(422,728)
Income tax benefit related to securities—available-for-sale unrealized holding losses18,341 33,675 17,201 101,455 
Reclassification for net loss (gain) on securities—available-for-sale realized in earnings2,657 (6)14,436 (473)
Income tax (benefit) expense related to securities—available-for-sale realized in earnings(638)(3,465)114 
Reclassification of (recapture) provision for credit losses on securities—available-for-sale realized in earnings(1,250)— 750 — 
Income tax benefit (expense) related to the reclassification of (recapture) provision for credit losses on securities—available-for-sale realized in earnings300 — (180)— 
Unrealized loss on securities transferred from available-for-sale to held-to-maturity— — — (34,596)
Income tax benefit related to securities transferred from available-for-sale to held-to-maturity— — — 8,303 
Amortization of unrealized loss on securities transferred from available-for-sale to held-to-maturity617 754 1,773 1,982 
Income tax expense related to amortization of unrealized loss on securities transferred from available-for-sale to held-to-maturity(150)(181)(426)(476)
Net unrealized gain (loss) on interest rate swaps used in cash flow hedges3,090 (7,871)6,472 (26,425)
Income tax (expense) benefit related to interest rate swaps used in cash flow hedges(741)1,889 (1,553)6,342 
Changes in fair value of junior subordinated debentures related to instrument specific credit risk953 (1,612)8,573 (4,544)
Income tax (expense) benefit related to junior subordinated debentures(229)387 (2,058)1,091 
Reclassification of fair value of junior subordinated debentures redeemed— — — 765 
Income tax expense related to junior subordinated debentures redeemed— — — (184)
Other comprehensive loss(53,467)(113,275)(30,146)(369,374)
COMPREHENSIVE (LOSS) INCOME$(7,613)$(64,205)$110,854 $(228,376)

Three Months Ended
March 31,
20242023
NET INCOME$37,559 $55,555 
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF INCOME TAXES:
Unrealized holding (loss) gain on securities—available-for-sale arising during the period(21,753)36,143 
Income tax benefit (expense) related to securities—available-for-sale unrealized holding losses5,221 (8,675)
Reclassification for net loss on securities—available-for-sale realized in earnings4,903 7,252 
Income tax benefit related to securities—available-for-sale realized in earnings(1,177)(1,740)
Amortization of unrealized loss on securities transferred from available-for-sale to held-to-maturity527 572 
Income tax expense related to amortization of unrealized loss on securities transferred from available-for-sale to held-to-maturity(126)(137)
Net unrealized gain on interest rate swaps used in cash flow hedges2,880 4,738 
Income tax expense related to interest rate swaps used in cash flow hedges(691)(1,137)
Changes in fair value of junior subordinated debentures related to instrument specific credit risk(173)154 
Income tax benefit (expense) related to junior subordinated debentures42 (37)
Other comprehensive (loss) income(10,347)37,133 
COMPREHENSIVE INCOME$27,212 $92,688 

See Selected Notes to the Consolidated Financial Statements
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Table of Contents
BANNER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited) (In thousands, except shares and per share amounts)
For the NineThree Months Ended September 30, 2023March 31, 2024 and the Year Ended December 31, 20222023
Common Stock
and Paid in Capital
Retained EarningsAccumulated Other Comprehensive Income (Loss)Total Shareholders’ Equity
SharesAmount
Balance, January 1, 202234,252,632 $1,299,381 $390,762 $184 $1,690,327 
Common Stock
and Paid in Capital
Common Stock
and Paid in Capital
Retained EarningsAccumulated Other Comprehensive (Loss) IncomeTotal Shareholders’ Equity
Shares
Balance, January 1, 2023
Balance, January 1, 2023
Balance, January 1, 2023
Net incomeNet income43,963 43,963 
Other comprehensive loss, net of income tax(154,275)(154,275)
Accrual of dividends on common stock ($0.44/share)(15,066)(15,066)
Net income
Net income
Other comprehensive income, net of income tax
Accrual of dividends on common stock ($0.48/share)
Amortization of stock-based compensation related to restricted stock grants, net of shares surrenderedAmortization of stock-based compensation related to restricted stock grants, net of shares surrendered120,152 (1,169)(1,169)
Balance, March 31, 202234,372,784 $1,298,212 $419,659 $(154,091)$1,563,780 
Balance, March 31, 2023
Balance, March 31, 2023
Balance, March 31, 2023
Net incomeNet income47,965 47,965 
Other comprehensive loss, net of income taxOther comprehensive loss, net of income tax(101,824)(101,824)
Accrual of dividends on common stock ($0.44/share)(15,378)(15,378)
Accrual of dividends on common stock ($0.48/share)
Amortization of stock-based compensation related to restricted stock grants, net of shares surrenderedAmortization of stock-based compensation related to restricted stock grants, net of shares surrendered18,546 2,247 2,247 
Repurchase of common stock(200,000)(10,960)(10,960)
Balance, June 30, 202234,191,330 $1,289,499 $452,246 $(255,915)$1,485,830 
Balance, June 30, 2023
Balance, June 30, 2023
Balance, June 30, 2023
Net incomeNet income49,070 49,070 
Other comprehensive loss, net of income taxOther comprehensive loss, net of income tax(113,275)(113,275)
Accrual of dividends on common stock ($0.44/share)(15,208)(15,208)
Accrual of dividends on common stock ($0.48/share)
Amortization of stock-based compensation related to restricted stock grants, net of shares surrenderedAmortization of stock-based compensation related to restricted stock grants, net of shares surrendered429 2,242 2,242 
Balance, September 30, 202234,191,759 $1,291,741 $486,108 $(369,190)$1,408,659 
Balance, September 30, 2023
Balance, September 30, 2023
Balance, September 30, 2023
Net incomeNet income54,380 54,380 
Other comprehensive income, net of income taxOther comprehensive income, net of income tax6,421 6,421 
Accrual of dividends on common stock ($0.44/share)(15,246)(15,246)
Accrual of dividends on common stock ($0.48/share)
Amortization of stock-based compensation related to restricted stock grants, net of shares surrenderedAmortization of stock-based compensation related to restricted stock grants, net of shares surrendered2,259 2,218 2,218 
Balance, December 31, 202234,194,018 $1,293,959 $525,242 $(362,769)$1,456,432 
Balance, December 31, 2023
Balance, December 31, 2023
Balance, December 31, 2023
Balance, January 1, 202334,194,018 $1,293,959 $525,242 $(362,769)$1,456,432 
Balance, January 1, 2024
Balance, January 1, 2024
Balance, January 1, 2024
Net incomeNet income55,555 55,555 
Other comprehensive income, net of income tax37,133 37,133 
Accrual of dividends on common stock ($0.48/share)(16,691)(16,691)
Amortization of stock-based compensation related to restricted stock grants, net of shares surrendered114,522 (734)(734)
Net income
Balance, March 31, 202334,308,540 1,293,225 564,106 (325,636)1,531,695 
Net incomeNet income39,591 39,591 
Other comprehensive loss, net of income taxOther comprehensive loss, net of income tax(13,812)(13,812)
Accrual of dividends on common stock ($0.48/share)Accrual of dividends on common stock ($0.48/share)(16,670)(16,670)
Amortization of stock-based compensation related to restricted stock grants, net of shares surrenderedAmortization of stock-based compensation related to restricted stock grants, net of shares surrendered36,087 1,709 1,709 
Balance, June 30, 202334,344,627 $1,294,934 $587,027 $(339,448)$1,542,513 
Net income45,854 45,854 
Other comprehensive loss, net of income tax(53,467)(53,467)
Accrual of dividends on common stock ($0.48/share)(16,666)(16,666)
Amortization of stock-based compensation related to restricted stock grants, net of shares surrendered1,322 2,373 2,373 
Balance, September 30, 202334,345,949 $1,297,307 $616,215 $(392,915)$1,520,607 
Balance, March 31, 2024
Balance, March 31, 2024
Balance, March 31, 2024


See Selected Notes to the Consolidated Financial Statements
7


Table of Contents
BANNER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In thousands)
For the NineThree Months Ended September 30,March 31, 2024 and 2023 and 2022
Nine Months Ended September 30,
20232022
Three Months Ended March 31,Three Months Ended March 31,
202420242023
OPERATING ACTIVITIES:OPERATING ACTIVITIES:
Net incomeNet income$141,000 $140,998 
Net income
Net income
Adjustments to reconcile net income to net cash provided from operating activities:Adjustments to reconcile net income to net cash provided from operating activities:
Depreciation
Depreciation
DepreciationDepreciation13,314 12,594 
Deferred income and expense, net of amortizationDeferred income and expense, net of amortization(2,490)(3,743)
Capitalized loan servicing rights, net of amortizationCapitalized loan servicing rights, net of amortization1,520 479 
Amortization of core deposit intangiblesAmortization of core deposit intangibles2,898 4,064 
Loss (gain) on sale of securities, net14,436 (473)
Loss on sale of securities, net
Net change in valuation of financial instruments carried at fair value
Net change in valuation of financial instruments carried at fair value
Net change in valuation of financial instruments carried at fair valueNet change in valuation of financial instruments carried at fair value4,357 (650)
Gain on sale of branches, including related deposits— (7,804)
Decrease in deferred taxesDecrease in deferred taxes877 9,233 
(Decrease) increase in current taxes receivable, net(3,370)9,706 
Decrease in deferred taxes
Decrease in deferred taxes
Increase in current taxes payable/receivable, net
Stock-based compensationStock-based compensation6,785 6,592 
Net change in cash surrender value of BOLINet change in cash surrender value of BOLI(6,357)(4,980)
Gain on sale of loans, excluding capitalized servicing rightsGain on sale of loans, excluding capitalized servicing rights(2,277)(3,246)
Gain on disposal of real estate held for sale and property and equipment, netGain on disposal of real estate held for sale and property and equipment, net(442)239 
Provision for credit losses8,267 3,660 
Provision (recapture) for credit losses
Loss on extinguishment of debt— 765 
Origination of loans held for sale
Origination of loans held for sale
Origination of loans held for saleOrigination of loans held for sale(187,077)(376,654)
Proceeds from sales of loans held for saleProceeds from sales of loans held for sale200,525 375,656 
Net change in:Net change in:
Other assets
Other assets
Other assetsOther assets(21,602)(55,631)
Other liabilitiesOther liabilities19,188 46,562 
Net cash provided from operating activitiesNet cash provided from operating activities189,552 157,367 
INVESTING ACTIVITIES:INVESTING ACTIVITIES:
Purchases of securities—available-for-salePurchases of securities—available-for-sale(54,192)(606,622)
Purchases of securities—available-for-sale
Purchases of securities—available-for-sale
Principal repayments and maturities of securities—available-for-salePrincipal repayments and maturities of securities—available-for-sale138,402 296,272 
Proceeds from sales of securities—available-for-saleProceeds from sales of securities—available-for-sale334,937 25,030 
Purchases of securitiesheld-to-maturity
— (190,645)
Principal repayments and maturities of securities—held-to-maturity
Principal repayments and maturities of securities—held-to-maturity
Principal repayments and maturities of securities—held-to-maturityPrincipal repayments and maturities of securities—held-to-maturity35,329 40,810 
Loan originations, net of repayments
Loan originations, net of repayments
Loan originations, net of repaymentsLoan originations, net of repayments(479,482)(621,444)
Purchases of loans and participating interest in loansPurchases of loans and participating interest in loans— (103,268)
Proceeds from sales of other loansProceeds from sales of other loans11,519 13,269 
Net cash paid related to branch divestiture— (168,137)
Purchases of property and equipment
Purchases of property and equipment
Purchases of property and equipmentPurchases of property and equipment(11,626)(12,244)
Proceeds from sale of real estate held for sale and sale of other propertyProceeds from sale of real estate held for sale and sale of other property1,019 5,940 
Proceeds from FHLB stock repurchase programProceeds from FHLB stock repurchase program119,840 2,000 
Purchase of FHLB stockPurchase of FHLB stock(123,440)— 
Proceeds from maturity of securities purchased under agreements to resellProceeds from maturity of securities purchased under agreements to resell300,000 — 
Proceeds from maturity of securities purchased under agreements to resell
Proceeds from maturity of securities purchased under agreements to resell
Investment in bank-owned life insuranceInvestment in bank-owned life insurance(66)(50,052)
OtherOther419 3,544 
Net cash provided from (used by) investing activities272,659 (1,365,547)
Net cash provided from investing activities
Continued on next page

8


Table of Contents
BANNER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited) (In thousands)
For the NineThree Months Ended September 30,March 31, 2024 and 2023 and 2022

Three Months Ended March 31,Three Months Ended March 31,
202420242023
FINANCING ACTIVITIES:
Increase (decrease) in deposits, net
Increase (decrease) in deposits, net
Increase (decrease) in deposits, net
(Repayment) advances of overnight and short term FHLB advances, net
(Repayment) advances of overnight and short term FHLB advances, net
(Repayment) advances of overnight and short term FHLB advances, net
Increase (decrease) in other borrowings, net
Nine Months Ended September 30,
20232022
FINANCING ACTIVITIES:
(Decrease) increase in deposits, net$(445,507)$85,535 
Cash dividends paid
Repayment of long term FHLB advances— (50,000)
Advances of overnight and short term FHLB advances, net90,000 — 
Decrease in other borrowings, net(44,360)(30,483)
Repayment of junior subordinated debentures— (50,518)
Proceeds from redemption of trust preferred securities related to junior subordinated debentures— 1,518 
Cash dividends paidCash dividends paid(50,263)(46,019)
Cash paid for repurchase of common stock— (10,960)
Cash dividends paid
Taxes paid related to net share settlement of equity awards
Taxes paid related to net share settlement of equity awards
Taxes paid related to net share settlement of equity awardsTaxes paid related to net share settlement of equity awards(3,437)(3,272)
Net cash used by financing activitiesNet cash used by financing activities(453,567)(104,199)
NET CHANGE IN CASH AND CASH EQUIVALENTSNET CHANGE IN CASH AND CASH EQUIVALENTS8,644 (1,312,379)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODCASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD243,062 2,134,300 
CASH AND CASH EQUIVALENTS, END OF PERIODCASH AND CASH EQUIVALENTS, END OF PERIOD$251,706 $821,921 
Nine Months Ended September 30,
20232022
Three Months Ended March 31,Three Months Ended March 31,
202420242023
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid in cash
Interest paid in cash
Interest paid in cashInterest paid in cash$66,461 $11,332 
Tax paidTax paid29,931 10,670 
NON-CASH INVESTING AND FINANCING TRANSACTIONS:NON-CASH INVESTING AND FINANCING TRANSACTIONS:
Transfer of loans to real estate owned and other repossessed assetsTransfer of loans to real estate owned and other repossessed assets205 — 
Transfer of loans to real estate owned and other repossessed assets
Transfer of loans to real estate owned and other repossessed assets
Dividends accrued but not paid until after period end Dividends accrued but not paid until after period end921 972 
Loans, held-for-sale, transferred (from) to portfolio(8,472)13,420 
Securities, available-for-sale, transferred to held-to-maturity— 462,159 
DISPOSITIONS:
Assets divested— (1,539)
Liabilities divested— (178,209)
Loans, held-for-sale, transferred from portfolio

See Selected Notes to the Consolidated Financial Statements
9


Table of Contents
BANNER CORPORATION AND SUBSIDIARIES
SELECTED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1: BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements include the accounts of Banner Corporation (the Company or Banner), a bank holding company incorporated in the State of Washington and its wholly-owned subsidiary, Banner Bank (the Bank).

These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the SEC.Securities and Exchange Commission (SEC). In preparing these financial statements, the Company has evaluated events and transactions subsequent to September 30, 2023,March 31, 2024, for potential recognition or disclosure. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Certain information and note disclosures have been condensed or omitted pursuant to the rules and regulations of the SEC and the accounting standards for interim financial statements. Certain reclassifications have been made to the 2022 Consolidated Financial Statements and/or schedules to conform to the 2023 presentation. These reclassifications may have affected certain ratios for the prior periods. The effect of these reclassifications is considered immaterial. All significant intercompany transactions and balances have been eliminated.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements. Various elements of the Company’s accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments.

The information included in this Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.2023. Interim results are not necessarily indicative of results for a full year or any other interim period.

Note 2: ACCOUNTING STANDARDS RECENTLY ISSUED OR ADOPTED

Financial Instruments – Credit LossesCompensation—Stock Compensation (Topic 326)718)

On January 1, 2023, the Company adoptedIn March 2024, the Financial Accounting Standards Board (FASB) issued guidance within Accounting Standards Update (ASU) 2022-02,2024-01, Financial Instruments – Credit LossesCompensation—Stock Compensation (Topic 326)718): Troubled Debt RestructuringsScope Application of Profits Interest and Vintage DisclosuresSimilar Awards. The amendments in the ASU eliminated the troubled debt restructuring (TDR) recognitionapply to companies that provide employees and measurement guidancenon-employees with profits interest and instead, requires that a creditor evaluate (consistentsimilar awards to align compensation with the accounting for other loan modifications) whethercompany’s operating performance and provide those holders with the modification represents a new loan opportunity to participate in future profits and/or a continuationequity appreciation of an existing loan. The ASU also introduced new disclosure requirements related to certain modificationsthe company. This purpose of receivables made to borrowers experiencing financial difficulty. In addition, the ASU requires vintage disclosures including current-period gross write-offs by year of origination for financing receivables. The Company appliedis to clarify the ASU prospectively and new disclosures have been added when applicable.

Reference Rate Reform (Topic 848)

In March 2020, the FASB issued guidance within ASU 2020-04, Reference Rate Reform (Topic 848): Facilitationapplication of the Effects of Reference Rate Reform on Financial Reporting,scope guidance in response to the scheduled discontinuation of LIBOR on December 31, 2021. The amendmentsAccounting Standards Codification (ASC) paragraph 718-10-15-3 in this ASU provide optional guidance designed to provide relief from the accounting analysis and impacts that may otherwise be required for modifications to agreements (e.g., loans, debt securities, derivatives, borrowings) necessitated by reference rate reform. Since the issuance of this guidance, the publication cessation of U.S. dollar LIBOR was extended to June 30, 2023.

In December 2022, the FASB issued ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of Sunset Date of Topic 848. This ASU defers the sunset date of Topic 848 from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. This deferral of the sunset date is in response to the extension of the publication cessation date. The amendments in this ASU are effective upon the issuance date of December 2022.

The following optional expedients for applying the requirements of certain Topics or Industry Subtopics in the Codification are permitted for contracts that are modified because of reference rate reform and that meet certain scope guidance: 1) modifications of contracts within the scope of Topics 310, Receivables, and 470, Debt,determining if a profit interest award should be accounted for by prospectively adjustingin accordance with Topic 718: Compensation—Stock Compensation. The amendment in ASC paragraph 718-10-15-3 is solely intended to improve the effective interest rate; 2) modifications of contracts within the scope of Topic 842, Leases, should be accounted for as a continuation of the existing contracts with no reassessments of the lease classificationoverall clarity and the discount rate or remeasurements of lease payments that otherwise would be required for modifications not accounted for as separate contracts; 3) modifications of contracts do not require an entity to reassess its original conclusion about whether that contract contains an embedded derivative that is clearly and closely related to the economic characteristics and risks of the host contract; and 4) the amendments in this ASU also include a general principle that permits an entity to consider contract modifications due to reference rate reform to be an event that does not require contract remeasurement atchange the modification date or reassessment of a previous accounting determination.

10


In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope. This ASU clarifies that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU also amends the expedients and exceptions to capture the incremental consequences of the scope clarification and to tailor the existing guidance to derivative instruments affected by the discounting transition. The amendments in this ASUs are effective upon the issuance date of March 12, 2020, and applies to contract modifications made and new hedging relationships entered into through December 31, 2022.

The Company used the expedients in the Reference Rate Reform guidance to manage through the transition from LIBOR, specifically as they relate to loans, leases and hedging relationships. The adoption of this accounting guidance did not have a material impact on the Company’s Consolidated Financial Statements.

Fair Value Measurement (Topic 820)

In June 2022, the FASB issued guidance within ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The ASU affects all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. These amendments clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value.guidance.

The ASU is effective for fiscal years,annual periods beginning after December 15, 2023, including interim periods within those fiscal years.2024. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. If the Company adopts the amendments in an interim period, it should adopt them as of the beginning of the annual period that includes the interim period. The adoption ofamendments should be applied either (1) retrospectively to all prior periods presented in the financial statements or (2) on a prospective basis. The Company has evaluated this ASU isand does not expectedexpect the adoption to have a material impact on the Company’s Consolidated Financial Statements, as the Company does not typically provide these types of awards.

Income Taxes (Topic 740)

In December 2023, the FASB issued guidance within ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in the ASU are intended to provide more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The ASU requires disclosure in the rate reconciliation of specific categories as well as additional information for reconciling items that meet a quantitative threshold.

Those amendments require disclosure of the following information about income taxes paid on an annual basis:
Income taxes paid (net of refunds received), disaggregated by federal and state taxes and by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than five percent of total income taxes paid (net of refunds received).
Income tax expense (or benefit) from continuing operations disaggregated by federal and state jurisdictions.

The ASU is effective for annual periods beginning after December 15, 2024. The amendments should be applied on a prospective basis. The Company is evaluating the adoption of this ASU, as it will require additional disclosures in the notes to our Consolidated Financial Statements.

10

Table of Contents
Segment Reporting (Topic 280)

In November 2023, the FASB issued guidance within ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this ASU and all existing disclosures in Topic 280. The Company has determined that its current business and operations consist of a single business segment and a single reporting unit.

The amendments in this ASU are intended to improve segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The key amendments included in this ASU:
Require disclosure on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and are included within each reported measure of segment profit and loss.
Require disclosure on an annual and interim basis, an amount for other segment items (defined in the ASU) and a description of its composition.
Clarify that if the CODM uses more than one measure of the segment’s profit or loss in assessing performance, one or more of those additional measures may be reported.
Require disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing performance.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact on the Company’s Consolidated Financial Statements as the Company has a single reportable segment.

Note 3: SECURITIES

The amortized cost, gross unrealized gains and losses and estimated fair value of securities at September 30, 2023March 31, 2024 and December 31, 20222023 are summarized as follows (in thousands):
 September 30, 2023
 Amortized CostFair Value
Trading:
Corporate bonds$27,203 $25,268 
$27,203 $25,268 
September 30, 2023March 31, 2024
Amortized CostGross Unrealized GainsGross Unrealized LossesAllowance for Credit LossesFair Value Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Available-for-Sale:Available-for-Sale:
U.S. Government and agency obligations
U.S. Government and agency obligations
U.S. Government and agency obligationsU.S. Government and agency obligations$35,342 $— $(1,015)$— $34,327 
Municipal bondsMunicipal bonds166,902 — (43,304)— 123,598 
Corporate bondsCorporate bonds106,015 — (14,247)(750)91,018 
Mortgage-backed or related securitiesMortgage-backed or related securities2,244,179 — (424,727)— 1,819,452 
Asset-backed securitiesAsset-backed securities222,534 207 (3,143)— 219,598 
$2,774,972 $207 $(486,436)$(750)$2,287,993 
September 30, 2023 March 31, 2024
Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueAllowance for Credit Losses Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueAllowance for Credit Losses
Held-to-Maturity:Held-to-Maturity:
U.S. Government and agency obligationsU.S. Government and agency obligations$308 $— $(8)$300 $— 
U.S. Government and agency obligations
U.S. Government and agency obligations
Municipal bondsMunicipal bonds491,152 12 (95,444)395,551 (169)
Corporate bondsCorporate bonds2,813 — (27)2,606 (180)
Mortgage-backed or related securitiesMortgage-backed or related securities588,232 — (133,036)455,196 — 
$1,082,505 $12 $(228,515)$853,653 $(349)
$
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Table of Contents

December 31, 2022
Amortized CostFair Value
Trading:
Corporate bonds$27,203 $28,694 
$27,203 $28,694 

December 31, 2022
Amortized CostGross Unrealized GainsGross Unrealized LossesFair Value
December 31, 2023
December 31, 2023
December 31, 2023
Amortized CostAmortized CostGross Unrealized GainsGross Unrealized LossesFair Value
Available-for-Sale:Available-for-Sale:
U.S. Government and agency obligations
U.S. Government and agency obligations
U.S. Government and agency obligationsU.S. Government and agency obligations$56,344 $$(1,244)$55,108 
Municipal bondsMunicipal bonds301,449 530 (40,770)261,209 
Corporate bondsCorporate bonds133,334 — (11,481)121,853 
Mortgage-backed or related securitiesMortgage-backed or related securities2,505,172 885 (366,721)2,139,336 
Asset-backed securitiesAsset-backed securities222,478 40 (10,993)211,525 
$3,218,777 $1,463 $(431,209)$2,789,031 
$
$
$

December 31, 2022
Amortized CostGross Unrealized GainsGross Unrealized LossesFair ValueAllowance for Credit Losses
December 31, 2023December 31, 2023
Amortized CostAmortized CostGross Unrealized GainsGross Unrealized LossesFair ValueAllowance for Credit Losses
Held-to-Maturity:Held-to-Maturity:
U.S. Government and agency obligations
U.S. Government and agency obligations
U.S. Government and agency obligationsU.S. Government and agency obligations$312 $— $(7)$305 $— 
Municipal bondsMunicipal bonds503,117 109 (70,907)432,319 (183)
Corporate bondsCorporate bonds2,961 — (16)2,945 (196)
Mortgage-backed or related securitiesMortgage-backed or related securities611,577 — (104,966)506,611 — 
$1,117,967 $109 $(175,896)$942,180 $(379)
$

Accrued interest receivable on held-to-maturity debt securities was $4.2$3.9 million and $4.8$4.5 million at September 30, 2023March 31, 2024 and December 31, 2022, respectively,2023, and was $11.0$10.7 million and $12.4$10.8 million on available-for-sale debt securities at September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively. Accrued interest receivable on securities is reported in accrued interest receivable on the Consolidated Statements of Financial Condition and is excluded from the calculation of the allowance for credit losses.

At September 30, 2023March 31, 2024 and December 31, 2022,2023, the gross unrealized losses and the fair value for securities available-for-sale aggregated by the length of time that individual securities have been in a continuous unrealized loss position were as follows (in thousands):
September 30, 2023
Less Than 12 Months12 Months or MoreTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
March 31, 2024March 31, 2024
Less Than 12 MonthsLess Than 12 Months12 Months or MoreTotal
Fair ValueFair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Available-for-Sale:Available-for-Sale:
U.S. Government and agency obligations
U.S. Government and agency obligations
U.S. Government and agency obligationsU.S. Government and agency obligations$— $— $34,327 $(1,015)$34,327 $(1,015)
Municipal bondsMunicipal bonds24,409 (2,095)99,189 (41,209)123,598 (43,304)
Corporate bondsCorporate bonds5,715 (264)88,682 (13,983)94,397 (14,247)
Mortgage-backed or related securitiesMortgage-backed or related securities178,325 (4,816)1,641,125 (419,911)1,819,450 (424,727)
Asset-backed securitiesAsset-backed securities114,512 (1,863)85,345 (1,280)199,857 (3,143)
$322,961 $(9,038)$1,948,668 $(477,398)$2,271,629 $(486,436)
$
$
$

12


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December 31, 2022
Less Than 12 Months12 Months or MoreTotal
Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
December 31, 2023December 31, 2023
Less Than 12 MonthsLess Than 12 Months12 Months or MoreTotal
Fair ValueFair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Available-for-Sale:Available-for-Sale:
U.S. Government and agency obligations
U.S. Government and agency obligations
U.S. Government and agency obligationsU.S. Government and agency obligations$33,407 $(882)$16,732 $(362)$50,139 $(1,244)
Municipal bondsMunicipal bonds188,920 (25,592)33,907 (15,178)222,827 (40,770)
Corporate bondsCorporate bonds108,187 (9,547)13,066 (1,934)121,253 (11,481)
Mortgage-backed or related securitiesMortgage-backed or related securities930,566 (90,537)1,159,110 (276,184)2,089,676 (366,721)
Asset-backed securitiesAsset-backed securities201,437 (10,993)— — 201,437 (10,993)
$1,462,517 $(137,551)$1,222,815 $(293,658)$2,685,332 $(431,209)
$
$
$

At September 30, 2023,March 31, 2024, there were 233221 securities—available-for-sale with unrealized losses, compared to 298224 at December 31, 2022. As of September 30, 2023, we had an allowance for credit losses of $750,000 related to the estimated credit loss on one security.2023. Management does not believe that any remaining individual unrealized loss as of September 30, 2023March 31, 2024 or December 31, 20222023 resulted from credit loss.  The decline in fair market value of these securities was generally due to changes in interest rates and changes in market-desired spreads subsequent to their purchase.

There were no sales of securities—trading during the nine months ended September 30, 2023 or 2022. There were no securities—tradingavailable-for-sale in a nonaccrual status at September 30, 2023March 31, 2024 or December 31, 2022.  Net unrealized holding losses of $3.4 million were recognized during the nine months ended September 30, 2023, compared to $1.4 million of net unrealized holding gains recognized during the nine months ended September 30, 2022.2023.

The following table presents gross gains and losses on sales and partial calls of securities available-for-sale (in thousands):
 Three Months Ended
September 30,
Nine Months Ended
September 30,
 2023202220232022
Available-for-Sale:
Gross Gains$— $$377 $522 
Gross Losses(2,657)— (14,813)(49)
Balance, end of the period$(2,657)$$(14,436)$473 

There were no securities—available-for-sale in a nonaccrual status at September 30, 2023 or December 31, 2022.
 Three Months Ended March 31,
 20242023
Available-for-Sale:
Gross Gains$36 $232 
Gross Losses(4,939)(7,484)
Balance, end of the period$(4,903)$(7,252)

The following table presents the amortized cost and estimated fair value of securities at September 30, 2023,March 31, 2024, by contractual maturity and does not reflect any required periodic payments (in thousands). Expected maturities will differ from contractual maturities because some securities may be called or prepaid with or without call or prepayment penalties.
September 30, 2023
TradingAvailable-for-SaleHeld-to-Maturity
March 31, 2024
Available-for-SaleAvailable-for-SaleHeld-to-Maturity
Amortized CostFair ValueAmortized CostFair ValueAmortized CostFair Value Amortized CostFair ValueAmortized CostFair Value
Maturing within one yearMaturing within one year$— $— $— $— $17,239 $16,820 
Maturing after one year through five yearsMaturing after one year through five years— — 169,465 151,453 19,702 18,871 
Maturing after five years through ten yearsMaturing after five years through ten years— — 385,977 334,298 25,857 24,234 
Maturing after ten yearsMaturing after ten years27,203 25,268 2,219,530 1,802,242 1,019,707 793,728 
$27,203 $25,268 $2,774,972 $2,287,993 $1,082,505 $853,653 

13


The following table presents, as of September 30, 2023,March 31, 2024, investment securities which were pledged to secure borrowings, public deposits or other obligations as permitted or required by law (in thousands):
September 30, 2023
Carrying ValueAmortized CostFair Value
March 31, 2024March 31, 2024
Carrying ValueCarrying ValueAmortized CostFair Value
Purpose or beneficiary:Purpose or beneficiary:
State and local governments public deposits
State and local governments public deposits
State and local governments public depositsState and local governments public deposits$251,566 $268,603 $214,868 
Federal ReserveFederal Reserve116,703 116,704 93,257 
Interest rate swap counterpartiesInterest rate swap counterparties974 974 755 
Repurchase transaction accountsRepurchase transaction accounts269,808 269,808 206,692 
OtherOther2,347 2,347 2,077 
Total pledged securitiesTotal pledged securities$641,398 $658,436 $517,649 

13

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The Company monitors the credit quality of held-to-maturity debt securities through the use of credit ratings which are reviewed and updated quarterly. The Company’s non-rated held-to-maturity debt securities are primarily United States government sponsored enterprise debentures carrying minimal to no credit risk. The non-rated corporate bonds primarily consist of Community Reinvestment Act related bonds secured by loan instruments from low to moderate income borrowers. The remaining non-rated held-to-maturity debt securities balance is comprised of local municipal debt from within the Company’s geographic footprint and is monitored through quarterly or annual financial review. This municipal debt is predominately essential service or unlimited general obligation backed debt. The following tables summarize the amortized cost of held-to-maturity debt securities by credit rating at September 30, 2023March 31, 2024 and December 31, 20222023 (in thousands):
September 30, 2023
U.S. Government and agency obligationsMunicipal bondsCorporate bondsMortgage-backed or related securitiesTotal
March 31, 2024March 31, 2024
U.S. Government and agency obligationsU.S. Government and agency obligationsMunicipal bondsCorporate bondsMortgage-backed or related securitiesTotal
AAA/AA/AAAA/AA/A$— $481,496 $500 $16,518 $498,514 
Not RatedNot Rated308 9,656 2,313 571,714 583,991 
Not Rated
Not Rated
$
$308 $491,152 $2,813 $588,232 $1,082,505 
$
$

December 31, 2022
U.S. Government and agency obligationsMunicipal bondsCorporate bondsMortgage-backed or related securitiesTotal
December 31, 2023December 31, 2023
U.S. Government and agency obligationsU.S. Government and agency obligationsMunicipal bondsCorporate bondsMortgage-backed or related securitiesTotal
AAA/AA/AAAA/AA/A$— $492,105 $500 $16,681 $509,286 
Not RatedNot Rated312 11,012 2,461 594,896 608,681 
$312 $503,117 $2,961 $611,577 $1,117,967 
Not Rated
Not Rated
$

The following tables present the activity in the allowance for credit losses for securities available-for-sale by major type for the three and nine months ended September 30, 2023 (in thousands). We had no allowance for credit losses for securities available-for-sale during three and nine months ended September 30, 2022.
For the Three Months Ended September 30, 2023
U.S. Government and agency obligationsMunicipal bondsCorporate bondsMortgage-backed or related securitiesTotal
Allowance for credit losses – securities available-for-sale
Beginning balance$— $— $2,000 $— $2,000 
(Recapture) provision for credit losses— — (1,250)— (1,250)
Ending balance$— $— $750 $— $750 
For the Nine Months Ended September 30, 2023
U.S. Government and agency obligationsMunicipal bondsCorporate bondsMortgage-backed or related securitiesTotal
Allowance for credit losses – securities available-for-sale
Beginning balance$— $— $— $— $— 
Provision for credit losses— — 750 — 750 
Ending balance$— $— $750 $— $750 
14


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Note 4: LOANS RECEIVABLE AND THE ALLOWANCE FOR CREDIT LOSSES - LOANS

The following table presents the loans receivable at September 30, 2023March 31, 2024 and December 31, 20222023 by class (dollars in thousands).
 September 30, 2023December 31, 2022
 AmountPercent of TotalAmountPercent of Total
Commercial real estate:    
Owner-occupied$911,540 8.6 %$845,320 8.3 %
Investment properties1,530,087 14.4 1,589,975 15.7 
Small balance CRE1,169,828 11.0 1,200,251 11.8 
Multifamily real estate766,571 7.2 645,071 6.4 
Construction, land and land development:
Commercial construction168,061 1.6 184,876 1.8 
Multifamily construction453,129 4.3 325,816 3.2 
One- to four-family construction536,349 5.1 647,329 6.4 
Land and land development346,362 3.3 328,475 3.2 
Commercial business:
Commercial business (1)
1,263,747 11.9 1,283,407 12.7 
Small business scored1,000,714 9.4 947,092 9.3 
Agricultural business, including secured by farmland (2)
334,626 3.1 295,077 2.9 
One- to four-family residential1,438,694 13.6 1,173,112 11.6 
Consumer:
Consumer—home equity revolving lines of credit579,836 5.4 566,291 5.6 
Consumer—other111,873 1.1 114,632 1.1 
Total loans10,611,417 100.0 %10,146,724 100.0 %
Less allowance for credit losses – loans(146,960) (141,465) 
Net loans$10,464,457  $10,005,259  

(1)    Includes $4.1 million and $7.6 million of U.S. Small Business Administration (SBA) Paycheck Protection Program (PPP) loans as of September 30, 2023 and December 31, 2022, respectively.
(2)    Includes no SBA PPP loans as of September 30, 2023, and $334,000 as of December 31, 2022.
 March 31, 2024December 31, 2023
 AmountPercent of TotalAmountPercent of Total
Commercial real estate:    
Owner-occupied$905,063 8.3 %$915,897 8.5 %
Investment properties1,544,885 14.2 1,541,344 14.3 
Small balance CRE1,159,355 10.7 1,178,500 10.9 
Multifamily real estate809,101 7.4 811,232 7.5 
Construction, land and land development:
Commercial construction158,011 1.4 170,011 1.6 
Multifamily construction573,014 5.3 503,993 4.7 
One- to four-family construction495,931 4.6 526,432 4.9 
Land and land development344,563 3.2 336,639 3.1 
Commercial business:
Commercial business
1,262,716 11.6 1,255,734 11.6 
Small business scored1,028,067 9.5 1,022,154 9.5 
Agricultural business, including secured by farmland317,958 2.9 331,089 3.0 
One- to four-family residential1,566,834 14.4 1,518,046 14.0 
Consumer:
Consumer—home equity revolving lines of credit597,060 5.5 588,703 5.4 
Consumer—other106,538 1.0 110,681 1.0 
Total loans10,869,096 100.0 %10,810,455 100.0 %
Less allowance for credit losses – loans(151,140) (149,643) 
Net loans$10,717,956  $10,660,812  

Loan amounts are net of unearned loan fees in excess of unamortized costs of $11.2$13.9 million as of September 30, 2023,March 31, 2024, and $8.1$12.1 million as of December 31, 2022.2023. Net loans include net discounts on acquired loans of $5.1$4.3 million and $6.6$4.6 million as of September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively. Net loans does not include accrued interest receivable. Accrued interest receivable on loans was $45.5$51.5 million as of September 30, 2023,March 31, 2024, and $39.8$47.8 million as of December 31, 20222023 and was reported in accrued interest receivable on the Consolidated Statements of Financial Condition.

The Company had pledged $7.2$7.7 billion and $6.5$7.6 billion of loans as collateral for FHLB and other borrowings at September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively.

Purchased credit-deteriorated and purchased non-credit-deteriorated loans. Loans acquired in business combinations are recorded at their fair value at the acquisition date. Acquired loans are evaluated upon acquisition and classified as either purchased credit-deteriorated (PCD) or purchased non-credit-deteriorated. There were no PCD loans acquired during the ninethree months ended September 30, 2023March 31, 2024 or September 30, 2022.March 31, 2023.
Troubled Loan Modifications. Occasionally, the Company offers modifications of loans to borrowers experiencing financial difficulty by providing principal forgiveness, interest rate reductions, other-than-insignificant payment delays, term extensions or any combination of these. When principal forgiveness is provided, the amount of the forgiveness is charged-off against the allowance for credit losses - loans. Upon the Company’s determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is charged off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses - loans is adjusted by the same amount. The allowance for credit losses on modified loans is measured using the same credit loss estimation methods used to determine the allowance for credit losses for all other loans held for investment. These methods incorporate the post-modification loan terms, as well as defaults and charge-offs associated with historical modified loans.


15


Table of Contents
There were no loans modified related to borrowers experiencing financial difficulty during the three months ended March 31, 2024. The following table presents the amortized cost basis and financial effect of loans at September 30,March 31, 2023, that were both experiencing financial difficulty and modified during the nine three months ended September 30,March 31, 2023 (in thousands):
 September 30, 2023
Payment DelayTerm ExtensionTotal
One- to four-family construction— $6,362 $6,362 
Commercial business121 — 121 
Agricultural business, including secured by farmland1,580 — 1,580 
One- to four-family residential1,060 — 1,060 
Total$2,761 $6,362 $9,123 
 March 31, 2023
Term ExtensionTotal
One- to four-family construction$6,107 $6,107 
Total$6,107 $6,107 

The Company hashad committed to lend additional amounts totaling $195,000$436,000 to the borrowers included in the previous table. table as of March 31, 2023. The Company closely monitors the performance of loans that are modified for borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts.

The following table presents the performance at March 31, 2024 of such loans that havehad been modified in the lastprevious 12 months at September 30, 2023 (in thousands):. There were no loans past due at March 31, 2023 that had been modified in the previous 12 months.
September 30, 2023March 31, 2024
30-59 Days
Past Due
60-89 Days
Past Due
90 Days or More
Past Due
Total
Past Due
30-59 Days
Past Due
60-89 Days
Past Due
90 Days or More
Past Due
Total
Past Due
Commercial businessCommercial business— — 121 121 
Commercial business
Commercial business
Agricultural business, including secured by farmland
Agricultural business, including secured by farmland
Agricultural business, including secured by farmlandAgricultural business, including secured by farmland— — 1,580 1,580 
One- to four-family residentialOne- to four-family residential— — 1,060 1,060 
TotalTotal$— $— $2,761 $2,761 
Total
Total
The following table presents the financial effect of the loan modifications presented above for borrowers experiencing financial difficulty for the ninethree months ended September 30,March 31, 2023:
NineThree Months Ended September 30,March 31, 2023
Weighted Average Payment Delay Period (in months)Weighted-Average Term Extension
(in months)
Commercial real estate:
One- to four-family constructionn/a117
Commercial business8n/a
Agricultural business, including secured by farmland8n/a
One- to four-family residential8n/a


16


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Credit Quality Indicators:  To appropriately and effectively manage the ongoing credit quality of the Company’s loan portfolio, management has implemented a risk-rating or loan grading system for its loans.  The system is a tool to evaluate portfolio asset quality throughout each applicable loan’s life as an asset of the Company.  Generally, loans are risk rated on an aggregate borrower/relationship basis with individual loans sharing similar ratings.  There are some instances when specific situations relating to individual loans will provide the basis for different risk ratings within the aggregate relationship.  Loans are graded on a scale of 1 to 9.  A description of the general characteristics of these categories is shown below.

Overall Risk Rating Definitions:  Risk-ratings contain both qualitative and quantitative measurements and take into account the financial strength of a borrower and the structure of the loan.  Consequently, the definitions are to be applied in the context of each lending transaction and judgment must also be used to determine the appropriate risk rating, as it is not unusual for a loan to exhibit characteristics of more than one risk-rating category.  Consideration for the final rating is centered in the borrower’s ability to repay, in a timely fashion, both principal and interest.  The Company’s risk-rating and loan grading policies are reviewed and approved annually. There were no material changes in the risk-rating or loan grading system for the periods presented.

Risk Ratings 1-5: Pass
Credits with risk ratings of 1 to 5 meet the definition of a pass risk rating. The strength of credits vary within the pass risk ratings, ranging from a risk rated 1 being an exceptional credit to a risk rated 5 being an acceptable credit that requires a more than normal level of supervision.

Risk Rating 6: Special Mention
A credit with potential weaknesses that deserves management’s close attention is risk rated a 6.  If left uncorrected, these potential weaknesses will result in deterioration in the capacity to repay debt.  A key distinction between Special Mention and Substandard is that in a Special Mention credit, there are identified weaknesses that pose potential risk(s) to the repayment sources, versus well defined weaknesses that pose risk(s) to the repayment sources.  Assets in this category are expected to be in this category no more than 9-12 months as the potential weaknesses in the credit are resolved.

Risk Rating 7: Substandard
A credit with well-defined weaknesses that jeopardize the ability to repay in full is risk rated a 7.  These credits are inadequately protected by either the sound net worth and payment capacity of the borrower or the value of pledged collateral.  These are credits with a distinct possibility of loss.  Loans headed for foreclosure and/or legal action due to deterioration are rated 7 or worse.

Risk Rating 8: Doubtful
A credit with an extremely high probability of loss is risk rated 8.  These credits have all the same critical weaknesses that are found in a substandard loan; however, the weaknesses are elevated to the point that based upon current information, collection or liquidation in full is improbable.  While some loss on doubtful credits is expected, pending events may make the amount and timing of any loss indeterminable.  In these situations, taking the loss is inappropriate until the outcome of the pending event is clear.

Risk Rating 9: Loss
A credit that is considered to be currently uncollectible or of such little value that it is no longer a viable bank asset is risk rated 9.  Losses should be taken in the accounting period in which the credit is determined to be uncollectible.  Taking a loss does not mean that a credit has absolutely no recovery or salvage value but, rather, it is not practical or desirable to defer writing off the credit, even though partial recovery may occur in the future.

17


Table of Contents
The following tables present the Company’s portfolio of risk-rated loans by class and by grade as of September 30, 2023March 31, 2024 and December 31, 20222023 (in thousands). In addition, the tables include the gross charge-offs for the ninethree months ended September 30, 2023.March 31, 2024. Revolving loans that are converted to term loans are treated as new originations in the table below and are presented by year of origination. Term loans that are renewed or extended for periods longer than 90 days are presented as a new origination in the year of the most recent renewal or extension.
September 30, 2023
Term Loans by Year of OriginationRevolving LoansTotal Loans
March 31, 2024March 31, 2024
Term Loans by Year of OriginationTerm Loans by Year of OriginationRevolving LoansTotal Loans
By class:By class:20232022202120202019PriorRevolving LoansTotal Loans
Commercial real estate - owner occupiedCommercial real estate - owner occupied
Commercial real estate - owner occupied
Commercial real estate - owner occupied
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$102,138 $169,190 $171,403 $141,986 $70,398 $170,367 $34,798 $860,280 
Special MentionSpecial Mention1,771 — — — — — 1,773 
SubstandardSubstandard— 13,135 12,250 4,768 19,140 194 — 49,487 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Commercial real estate - owner occupiedTotal Commercial real estate - owner occupied$103,909 $182,325 $183,653 $146,754 $89,538 $170,561 $34,800 $911,540 
Current period gross charge-offsCurrent period gross charge-offs$— $— $— $— $— $— $— $— 
Current period gross charge-offs
Current period gross charge-offs
Commercial real estate - investment propertiesCommercial real estate - investment properties
Commercial real estate - investment properties
Commercial real estate - investment properties
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$115,175 $170,017 $283,410 $124,196 $159,398 $633,933 $39,715 $1,525,844 
Special MentionSpecial Mention— — — — — — 1,698 1,698 
SubstandardSubstandard985 — — — — 1,560 — 2,545 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Commercial real estate - investment propertiesTotal Commercial real estate - investment properties$116,160 $170,017 $283,410 $124,196 $159,398 $635,493 $41,413 $1,530,087 
Current period gross charge-offsCurrent period gross charge-offs$— $— $— $— $— $— $— $— 
Current period gross charge-offs
Current period gross charge-offs
Multifamily real estateMultifamily real estate
Multifamily real estate
Multifamily real estate
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$100,886 $154,906 $188,340 $101,808 $47,136 $171,673 $1,822 $766,571 
Special MentionSpecial Mention— — — — — — — — 
SubstandardSubstandard— — — — — — — — 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Multifamily real estateTotal Multifamily real estate$100,886 $154,906 $188,340 $101,808 $47,136 $171,673 $1,822 $766,571 
Current period gross charge-offsCurrent period gross charge-offs$— $— $— $— $— $— $— $— 
Current period gross charge-offs
Current period gross charge-offs
18


Table of Contents
September 30, 2023
Term Loans by Year of OriginationRevolving LoansTotal Loans
March 31, 2024March 31, 2024
Term Loans by Year of OriginationTerm Loans by Year of OriginationRevolving LoansTotal Loans
By class:By class:20232022202120202019PriorRevolving LoansTotal Loans
Commercial constructionCommercial construction
Commercial construction
Commercial construction
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$65,309 $73,102 $11,207 $12,768 $— $5,675 $— $168,061 
Special MentionSpecial Mention— — — — — — — — 
SubstandardSubstandard— — — — — — — — 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Commercial constructionTotal Commercial construction$65,309 $73,102 $11,207 $12,768 $— $5,675 $— $168,061 
Current period gross charge-offsCurrent period gross charge-offs$— $— $— $— $— $— $— $— 
Current period gross charge-offs
Current period gross charge-offs
Multifamily constructionMultifamily construction
Multifamily construction
Multifamily construction
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$89,261 $241,857 $121,595 $416 $— $— $— $453,129 
Special MentionSpecial Mention— — — — — — — — 
SubstandardSubstandard— — — — — — — — 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Multifamily constructionTotal Multifamily construction$89,261 $241,857 $121,595 $416 $— $— $— $453,129 
Current period gross charge-offsCurrent period gross charge-offs$— $— $— $— $— $— $— $— 
Current period gross charge-offs
Current period gross charge-offs
One- to four- family constructionOne- to four- family construction
One- to four- family construction
One- to four- family construction
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$390,539 $112,833 $20,962 $— $331 $— $282 $524,947 
Special MentionSpecial Mention— — — — — — — — 
SubstandardSubstandard8,073 253 3,076 — — — — 11,402 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total One- to four- family constructionTotal One- to four- family construction$398,612 $113,086 $24,038 $— $331 $— $282 $536,349 
Current period gross charge-offsCurrent period gross charge-offs$136 $— $— $— $— $— $— $136 
Current period gross charge-offs
Current period gross charge-offs
19


Table of Contents
September 30, 2023
Term Loans by Year of OriginationRevolving LoansTotal Loans
March 31, 2024March 31, 2024
Term Loans by Year of OriginationTerm Loans by Year of OriginationRevolving LoansTotal Loans
By class:By class:20232022202120202019PriorRevolving LoansTotal Loans
Land and land developmentLand and land development
Land and land development
Land and land development
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$165,451 $96,873 $50,679 $12,912 $8,730 $11,218 $$345,864 
Special MentionSpecial Mention— — — — — — — — 
SubstandardSubstandard498 — — — — — — 498 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Land and land developmentTotal Land and land development$165,949 $96,873 $50,679 $12,912 $8,730 $11,218 $$346,362 
Current period gross charge-offsCurrent period gross charge-offs$— $— $— $— $— $20 $— $20 
Current period gross charge-offs
Current period gross charge-offs
Commercial businessCommercial business
Commercial business
Commercial business
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$110,637 $239,070 $128,206 $141,556 $107,820 $147,395 $356,568 $1,231,252 
Special MentionSpecial Mention— — 760 3,183 — 1,972 1,850 7,765 
SubstandardSubstandard1,016 4,878 5,265 1,213 1,555 3,364 7,439 24,730 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — �� — — — 
Total Commercial businessTotal Commercial business$111,653 $243,948 $134,231 $145,952 $109,375 $152,731 $365,857 $1,263,747 
Current period gross charge-offsCurrent period gross charge-offs$22 $108 $681 $$— $27 $144 $987 
Current period gross charge-offs
Current period gross charge-offs
Agricultural business, including secured by farmlandAgricultural business, including secured by farmland
Agricultural business, including secured by farmland
Agricultural business, including secured by farmland
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$40,724 $36,644 $27,956 $17,851 $25,201 $40,386 $126,821 $315,583 
Special MentionSpecial Mention550 — 652 — 1,690 386 2,572 5,850 
SubstandardSubstandard3,687 — 650 — 6,566 2,290 — 13,193 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Agricultural business, including secured by farmlandTotal Agricultural business, including secured by farmland$44,961 $36,644 $29,258 $17,851 $33,457 $43,062 $129,393 $334,626 
Current period gross charge-offsCurrent period gross charge-offs$— $430 $134 $— $— $— $— $564 
Current period gross charge-offs
Current period gross charge-offs
20


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December 31, 2022
Term Loans by Year of OriginationRevolving LoansTotal Loans
December 31, 2023December 31, 2023
Term Loans by Year of OriginationTerm Loans by Year of OriginationRevolving LoansTotal Loans
By class:By class:20222021202020192018PriorRevolving LoansTotal Loans
Commercial real estate - owner occupiedCommercial real estate - owner occupied
Commercial real estate - owner occupied
Commercial real estate - owner occupied
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$167,150 $198,787 $150,272 $74,171 $57,095 $148,902 $10,833 $807,210 
Special MentionSpecial Mention— — — 2,829 — 42 201 3,072 
SubstandardSubstandard13,756 — 7,211 13,564 — 307 200 35,038 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Commercial real estate - owner occupiedTotal Commercial real estate - owner occupied$180,906 $198,787 $157,483 $90,564 $57,095 $149,251 $11,234 $845,320 
Commercial real estate - investment propertiesCommercial real estate - investment properties
Commercial real estate - investment properties
Commercial real estate - investment properties
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$190,627 $323,160 $142,476 $182,853 $169,667 $547,899 $25,691 $1,582,373 
Special MentionSpecial Mention— — — — — — — — 
SubstandardSubstandard— — — 3,283 — 3,007 1,312 7,602 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Commercial real estate - investment propertiesTotal Commercial real estate - investment properties$190,627 $323,160 $142,476 $186,136 $169,667 $550,906 $27,003 $1,589,975 
Multifamily real estateMultifamily real estate
Multifamily real estate
Multifamily real estate
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$139,383 $177,784 $93,961 $46,460 $29,665 $156,140 $1,678 $645,071 
Special MentionSpecial Mention— — — — — — — — 
SubstandardSubstandard— — — — — — — — 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Multifamily real estateTotal Multifamily real estate$139,383 $177,784 $93,961 $46,460 $29,665 $156,140 $1,678 $645,071 

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Table of Contents
December 31, 2022
Term Loans by Year of OriginationRevolving LoansTotal Loans
December 31, 2023December 31, 2023
Term Loans by Year of OriginationTerm Loans by Year of OriginationRevolving LoansTotal Loans
By class:By class:20222021202020192018PriorRevolving LoansTotal Loans
Commercial constructionCommercial construction
Commercial construction
Commercial construction
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$112,229 $46,679 $12,952 $4,260 $1,107 $— $— $177,227 
Special MentionSpecial Mention— — — — — — — — 
SubstandardSubstandard2,931 — — 4,717 — — 7,649 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Commercial constructionTotal Commercial construction$115,160 $46,680 $12,952 $4,260 $5,824 $— $— $184,876 
Multifamily constructionMultifamily construction
Multifamily construction
Multifamily construction
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$142,680 $161,066 $20,622 $1,448 $— $— $— $325,816 
Special MentionSpecial Mention— — — — — — — — 
SubstandardSubstandard— — — — — — — — 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Multifamily constructionTotal Multifamily construction$142,680 $161,066 $20,622 $1,448 $— $— $— $325,816 
One- to four- family constructionOne- to four- family construction
One- to four- family construction
One- to four- family construction
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$572,701 $56,530 $677 $331 $— $— $711 $630,950 
Special MentionSpecial Mention— — — — — — — — 
SubstandardSubstandard13,473 2,906 — — — — — 16,379 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total One- to four- family constructionTotal One- to four- family construction$586,174 $59,436 $677 $331 $— $— $711 $647,329 


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Table of Contents
December 31, 2022
Term Loans by Year of OriginationRevolving LoansTotal Loans
December 31, 2023December 31, 2023
Term Loans by Year of OriginationTerm Loans by Year of OriginationRevolving LoansTotal Loans
By class:By class:20222021202020192018PriorRevolving LoansTotal Loans
Land and land developmentLand and land development
Land and land development
Land and land development
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$199,339 $88,066 $16,278 $11,866 $6,242 $6,164 $339 $328,294 
Special MentionSpecial Mention— — — — — — — — 
SubstandardSubstandard— — — — 97 84 — 181 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Land and land developmentTotal Land and land development$199,339 $88,066 $16,278 $11,866 $6,339 $6,248 $339 $328,475 
Commercial businessCommercial business
Commercial business
Commercial business
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$249,609 $149,140 $161,494 $126,416 $86,712 $85,386 $391,852 $1,250,609 
Special MentionSpecial Mention74 26 3,467 — — — 200 3,767 
SubstandardSubstandard464 12,599 1,956 1,161 5,954 796 6,101 29,031 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Commercial businessTotal Commercial business$250,147 $161,765 $166,917 $127,577 $92,666 $86,182 $398,153 $1,283,407 
Agricultural business, including secured by farmlandAgricultural business, including secured by farmland
Agricultural business, including secured by farmland
Agricultural business, including secured by farmland
Risk RatingRisk Rating
Risk Rating
Risk Rating
Pass
Pass
PassPass$36,848 $35,440 $18,946 $28,354 $24,710 $27,063 $109,606 $280,967 
Special MentionSpecial Mention— 336 271 — — — 357 964 
SubstandardSubstandard2,015 970 — 6,565 — 2,599 997 13,146 
DoubtfulDoubtful— — — — — — — — 
LossLoss— — — — — — — — 
Total Agricultural business, including secured by farmlandTotal Agricultural business, including secured by farmland$38,863 $36,746 $19,217 $34,919 $24,710 $29,662 $110,960 $295,077 










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Table of Contents
The following tables present the Company’s portfolio of non-risk-rated loans by class and delinquency status as of September 30, 2023March 31, 2024 and December 31, 20222023 (in thousands). In addition, the tables include the gross charge-offs for the ninethree months ended September 30, 2023.March 31, 2024. Revolving loans that are converted to term loans are treated as new originations in the table below and are presented by year of origination. Term loans that are renewed or extended for periods longer than 90 days are presented as a new origination in the year of the most recent renewal or extension.
September 30, 2023
Term Loans by Year of OriginationRevolving LoansTotal Loans
March 31, 2024March 31, 2024
Term Loans by Year of OriginationTerm Loans by Year of OriginationRevolving LoansTotal Loans
By class:By class:20232022202120202019PriorRevolving LoansTotal Loans
Small balance CRESmall balance CRE
Small balance CRE
Small balance CRE
Past Due CategoryPast Due Category
Past Due Category
Past Due Category
Current
Current
CurrentCurrent$70,771 $173,658 $219,478 $168,195 $124,351 $412,984 $391 $1,169,828 
30-59 Days Past Due30-59 Days Past Due— — — — — — — — 
60-89 Days Past Due60-89 Days Past Due— — — — — — — — 
90 Days + Past Due90 Days + Past Due— — — — — — — — 
Total Small balance CRETotal Small balance CRE$70,771 $173,658 $219,478 $168,195 $124,351 $412,984 $391 $1,169,828 
Current period gross charge-offsCurrent period gross charge-offs$— $— $— $— $— $— $— $— 
Current period gross charge-offs
Current period gross charge-offs
Small business scoredSmall business scored
Small business scored
Small business scored
Past Due CategoryPast Due Category
Past Due Category
Past Due Category
Current
Current
CurrentCurrent$148,103 $282,890 $181,094 $88,641 $66,077 $103,493 $127,140 $997,438 
30-59 Days Past Due30-59 Days Past Due— 65 73 386 63 354 534 1,475 
60-89 Days Past Due60-89 Days Past Due— — 188 15 606 47 864 
90 Days + Past Due90 Days + Past Due25 309 — 30 505 68 — 937 
Total Small business scoredTotal Small business scored$148,128 $283,264 $181,355 $89,065 $66,660 $104,521 $127,721 $1,000,714 
Current period gross charge-offsCurrent period gross charge-offs$169 $386 $166 $179 $271 $182 $— $1,353 
Current period gross charge-offs
Current period gross charge-offs
One- to four- family residentialOne- to four- family residential
One- to four- family residential
One- to four- family residential
Past Due CategoryPast Due Category
Past Due Category
Past Due Category
Current
Current
CurrentCurrent$258,337 $600,917 $267,544 $58,001 $32,951 $212,790 $116 $1,430,656 
30-59 Days Past Due30-59 Days Past Due— — — — — 211 99 310 
60-89 Days Past Due60-89 Days Past Due236 596 234 — — 321 — 1,387 
90 Days + Past Due90 Days + Past Due1,060 543 1,894 577 636 1,631 — 6,341 
Total One- to four- family residentialTotal One- to four- family residential$259,633 $602,056 $269,672 $58,578 $33,587 $214,953 $215 $1,438,694 
Current period gross charge-offsCurrent period gross charge-offs$— $— $— $$— $30 $— $34 
Current period gross charge-offs
Current period gross charge-offs

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Table of Contents
September 30, 2023
Term Loans by Year of OriginationRevolving LoansTotal Loans
March 31, 2024March 31, 2024
Term Loans by Year of OriginationTerm Loans by Year of OriginationRevolving LoansTotal Loans
By class:By class:20232022202120202019PriorRevolving LoansTotal Loans
Consumer—home equity revolving lines of creditConsumer—home equity revolving lines of credit
Consumer—home equity revolving lines of credit
Consumer—home equity revolving lines of credit
Past Due CategoryPast Due Category
Past Due Category
Past Due Category
Current
Current
CurrentCurrent$5,227 $2,557 $1,477 $1,578 $1,240 $5,653 $557,691 $575,423 
30-59 Days Past Due30-59 Days Past Due28 120 — 150 72 236 595 1,201 
60-89 Days Past Due60-89 Days Past Due— 51 — — 20 149 255 475 
90 Days + Past Due90 Days + Past Due— 217 77 1,043 281 1,119 — 2,737 
Total Consumer—home equity revolving lines of creditTotal Consumer—home equity revolving lines of credit$5,255 $2,945 $1,554 $2,771 $1,613 $7,157 $558,541 $579,836 
Current period gross charge-offsCurrent period gross charge-offs$— $— $14 $73 $— $19 $(3)$103 
Current period gross charge-offs
Current period gross charge-offs
Consumer-otherConsumer-other
Consumer-other
Consumer-other
Past Due CategoryPast Due Category
Past Due Category
Past Due Category
Current
Current
CurrentCurrent$9,136 $33,926 $10,692 $7,379 $4,603 $18,967 $26,820 $111,523 
30-59 Days Past Due30-59 Days Past Due— 77 15 13 10 44 101 260 
60-89 Days Past Due60-89 Days Past Due— — — — 11 76 90 
90 Days + Past Due90 Days + Past Due— — — — — — — — 
Total Consumer-otherTotal Consumer-other$9,136 $34,003 $10,710 $7,392 $4,613 $19,022 $26,997 $111,873 
Current period gross charge-offsCurrent period gross charge-offs$— $40 $56 $20 $39 $95 $591 $841 
Current period gross charge-offs
Current period gross charge-offs





25


Table of Contents
December 31, 2022
Term Loans by Year of OriginationRevolving LoansTotal Loans
December 31, 2023December 31, 2023
Term Loans by Year of OriginationTerm Loans by Year of OriginationRevolving LoansTotal Loans
By class:By class:20222021202020192018PriorRevolving LoansTotal Loans
Small balance CRESmall balance CRE
Small balance CRE
Small balance CRE
Past Due CategoryPast Due Category
Past Due Category
Past Due Category
Current
Current
CurrentCurrent$177,605 $215,801 $172,286 $134,552 $142,592 $354,924 $630 $1,198,390 
30-59 Days Past Due30-59 Days Past Due— — 460 — — 1,399 — 1,859 
60-89 Days Past Due60-89 Days Past Due— — — — — — — — 
90 Days + Past Due90 Days + Past Due— — — — — — 
Total Small balance CRETotal Small balance CRE$177,605 $215,801 $172,746 $134,552 $142,592 $356,325 $630 $1,200,251 
Small business scoredSmall business scored
Small business scored
Small business scored
Past Due CategoryPast Due Category
Past Due Category
Past Due Category
Current
Current
CurrentCurrent$307,109 $201,628 $99,867 $81,603 $56,420 $78,025 $119,281 $943,933 
30-59 Days Past Due30-59 Days Past Due146 518 54 262 46 280 173 1,479 
60-89 Days Past Due60-89 Days Past Due— 54 — 275 149 176 661 
90 Days + Past Due90 Days + Past Due— — 26 157 70 305 461 1,019 
Total Small business scoredTotal Small business scored$307,255 $202,200 $99,947 $82,297 $56,685 $78,617 $120,091 $947,092 
One- to four- family residentialOne- to four- family residential
One- to four- family residential
One- to four- family residential
Past Due CategoryPast Due Category
Past Due Category
Past Due Category
Current
Current
CurrentCurrent$555,833 $279,331 $59,672 $34,607 $37,740 $191,890 $1,335 $1,160,408 
30-59 Days Past Due30-59 Days Past Due2,030 846 755 — 116 1,462 78 5,287 
60-89 Days Past Due60-89 Days Past Due1,060 — — — 115 1,067 — 2,242 
90 Days + Past Due90 Days + Past Due— 1,819 973 712 94 1,577 — 5,175 
Total One- to four- family residentialTotal One- to four- family residential$558,923 $281,996 $61,400 $35,319 $38,065 $195,996 $1,413 $1,173,112 

26


Table of Contents
December 31, 2022
Term Loans by Year of OriginationRevolving LoansTotal Loans
December 31, 2023December 31, 2023
Term Loans by Year of OriginationTerm Loans by Year of OriginationRevolving LoansTotal Loans
By class:By class:20222021202020192018PriorRevolving LoansTotal Loans
Consumer—home equity revolving lines of creditConsumer—home equity revolving lines of credit
Consumer—home equity revolving lines of credit
Consumer—home equity revolving lines of credit
Past Due CategoryPast Due Category
Past Due Category
Past Due Category
Current
Current
CurrentCurrent$7,442 $1,089 $329 $1,355 $1,611 $3,788 $547,068 $562,682 
30-59 Days Past Due30-59 Days Past Due49 40 75 — 74 214 1,372 1,824 
60-89 Days Past Due60-89 Days Past Due— 50 — — 49 45 59 203 
90 Days + Past Due90 Days + Past Due— 14 73 476 64 675 280 1,582 
Total Consumer—home equity revolving lines of creditTotal Consumer—home equity revolving lines of credit$7,491 $1,193 $477 $1,831 $1,798 $4,722 $548,779 $566,291 
Consumer-otherConsumer-other
Consumer-other
Consumer-other
Past Due CategoryPast Due Category
Past Due Category
Past Due Category
Current
Current
CurrentCurrent$39,740 $12,138 $9,334 $5,695 $5,384 $16,675 $25,219 $114,185 
30-59 Days Past Due30-59 Days Past Due49 — 16 67 120 259 
60-89 Days Past Due60-89 Days Past Due41 29 24 — 13 62 178 
90 Days + Past Due90 Days + Past Due— 10 — — — — — 10 
Total Consumer-otherTotal Consumer-other$39,830 $12,157 $9,379 $5,724 $5,386 $16,755 $25,401 $114,632 

27


Table of Contents
The following tables provide the amortized cost basis of collateral-dependent loans as of September 30, 2023March 31, 2024 and December 31, 20222023 (in thousands). Our collateral dependent loans presented in the tables below have no significant concentrations by property type or location.
March 31, 2024
Real EstateReal EstateAccounts ReceivableEquipmentInventoryTotal
Commercial real estate:
Owner-occupied
Owner-occupied
Owner-occupied
Small balance CRE
Small balance CRE
Small balance CRE
September 30, 2023
Real EstateEquipmentTotal
One- to four-family construction
Small balance CRE$808 $— $808 
Construction, land and land development:
One- to four-family construction
One- to four-family constructionOne- to four-family construction11,149 — 11,149 
Land and land developmentLand and land development499 — 499 
Commercial businessCommercial business
Commercial businessCommercial business— 3,618 3,618 
Small business scored— 288 288 
Commercial business
Agricultural business, including secured by farmland
Agricultural business, including secured by farmland
Agricultural business, including secured by farmlandAgricultural business, including secured by farmland2,576 — 2,576 
One- to four-family residentialOne- to four-family residential3,354 — 3,354 
Consumer—home equity revolving lines of creditConsumer—home equity revolving lines of credit821 — 821 
Consumer—home equity revolving lines of credit
Consumer—home equity revolving lines of credit
TotalTotal$19,207 $3,906 $23,113 
Total
Total

December 31, 2022 December 31, 2023
Real EstateReal EstateAccounts ReceivableEquipmentInventoryTotal
Commercial real estate:
Owner-occupied
Owner-occupied
Owner-occupied
Real EstateEquipmentTotal
Small balance CRE
Small balance CRE
Small balance CRESmall balance CRE$2,953 $— $2,953 
One- to four-family construction
One- to four-family construction
One- to four-family construction
Commercial businessCommercial business
Commercial businessCommercial business— 4,537 4,537 
Small business scored— 307 307 
Commercial business
Agricultural business, including secured by farmland
Agricultural business, including secured by farmland
Agricultural business, including secured by farmland
One- to four-family residentialOne- to four-family residential1,622 — 1,622 
Consumer—home equity revolving lines of credit
Consumer—home equity revolving lines of credit
Consumer—home equity revolving lines of credit
TotalTotal$4,575 $4,844 $9,419 
Total
Total

28


Table of Contents

The following tables provide additional detail on the age analysis of the Company’s past due loans as of September 30, 2023March 31, 2024 and December 31, 20222023 (in thousands):
 September 30, 2023
 30-59 Days
Past Due
60-89 Days
Past Due
90 Days or More
Past Due
Total
Past Due
CurrentTotal LoansNon-accrual with no Allowance
Total Non-accrual (1)
Loans 90 Days or More Past Due and Accruing
Commercial real estate:       
Owner-occupied$— $— $— $— $911,540 $911,540 $— $63 $— 
Investment properties— — — — 1,530,087 1,530,087 — — — 
Small balance CRE— — — — 1,169,828 1,169,828 808 1,302 — 
Multifamily real estate— — — — 766,571 766,571 — — — 
Construction, land and land development:
Commercial construction— — — — 168,061 168,061 — — — 
Multifamily construction— — — — 453,129 453,129 — — — 
One- to four-family construction— — 5,040 5,040 531,309 536,349 4,788 5,040 — 
Land and land development— 42 499 541 345,821 346,362 498 498 — 
Commercial business:
Commercial business497 — 3,935 4,432 1,259,315 1,263,747 3,617 4,027 — 
Small business scored1,475 864 937 3,276 997,438 1,000,714 287 1,262 — 
Agricultural business, including secured by farmland— 48 2,174 2,222 332,404 334,626 3,170 3,170 — 
One- to four-family residential310 1,387 6,341 8,038 1,430,656 1,438,694 2,256 5,480 1,799 
Consumer:
Consumer—home equity revolving lines of credit1,201 475 2,737 4,413 575,423 579,836 821 3,369 245 
Consumer—other260 90 — 350 111,523 111,873 — — 
Total$3,743 $2,906 $21,663 $28,312 $10,583,105 $10,611,417 $16,245 $24,220 $2,044 



29


December 31, 2022 March 31, 2024
30-59 Days
Past Due
60-89 Days
Past Due
90 Days or More
Past Due
Total
Past Due
CurrentTotal LoansNon-accrual with no Allowance
Total Non-accrual (1)
Loans 90 Days or More Past Due and Accruing 30-59 Days
Past Due
60-89 Days
Past Due
90 Days or More
Past Due
Total
Past Due
CurrentTotal LoansNon-accrual with no Allowance
Total Non-accrual (1)
Loans 90 Days or More Past Due and Accruing
Commercial real estate:Commercial real estate:       
Owner-occupied
Owner-occupied
Owner-occupiedOwner-occupied$— $— $— $— $845,320 $845,320 $— $143 $— 
Investment propertiesInvestment properties— — — — 1,589,975 1,589,975 — — — 
Small balance CRESmall balance CRE1,859 — 1,861 1,198,390 1,200,251 2,927 3,540 — 
Multifamily real estateMultifamily real estate— — — — 645,071 645,071 — — — 
Construction, land and land development:Construction, land and land development:
Commercial constructionCommercial construction— — — — 184,876 184,876 — — — 
Commercial construction
Commercial construction
Multifamily constructionMultifamily construction— — — — 325,816 325,816 — — — 
One- to four-family constructionOne- to four-family construction900 — — 900 646,429 647,329 — — — 
Land and land developmentLand and land development921 — 97 1,018 327,457 328,475 — 181 — 
Commercial business:Commercial business:
Commercial businessCommercial business2,100 4,145 649 6,894 1,276,513 1,283,407 6,998 7,356 — 
Commercial business
Commercial business
Small business scoredSmall business scored1,479 661 1,019 3,159 943,933 947,092 303 2,530 — 
Agricultural business, including secured by farmlandAgricultural business, including secured by farmland1,185 — 594 1,779 293,298 295,077 594 594 — 
One-to four-family residential5,287 2,242 5,175 12,704 1,160,408 1,173,112 1,569 5,236 1,023 
One- to four-family residential
Consumer:Consumer:
Consumer—home equity revolving lines of credit
Consumer—home equity revolving lines of credit
Consumer—home equity revolving lines of creditConsumer—home equity revolving lines of credit1,824 203 1,582 3,609 562,682 566,291 — 2,124 254 
Consumer—otherConsumer—other259 178 10 447 114,185 114,632 — 10 
TotalTotal$15,814 $7,429 $9,128 $32,371 $10,114,353 $10,146,724 $12,391 $21,706 $1,287 

(1)     The Company did not recognize any interest income on non-accrual loans during the ninethree months ended September 30, 2023, orMarch 31, 2024.

29

Table of Contents
 December 31, 2023
 30-59 Days
Past Due
60-89 Days
Past Due
90 Days or More
Past Due
Total
Past Due
CurrentTotal LoansNon-accrual with no Allowance
Total Non-accrual (1)
Loans 90 Days or More Past Due and Accruing
Commercial real estate:       
Owner-occupied$— $— $— $— $915,897 $915,897 $1,391 $1,450 $— 
Investment properties— — — — 1,541,344 1,541,344 — — — 
Small balance CRE559 — 413 972 1,177,528 1,178,500 755 1,227 — 
Multifamily real estate— — — — 811,232 811,232 — — — 
Construction, land and land development:
Commercial construction— — — — 170,011 170,011 — — — 
Multifamily construction— — — — 503,993 503,993 — — — 
One- to four-family construction286 — 4,201 4,487 521,945 526,432 2,852 3,105 1,096 
Land and land development1,822 553 42 2,417 334,222 336,639 — — 42 
Commercial business:
Commercial business1,166 5,735 1,181 8,082 1,247,652 1,255,734 789 7,346 — 
Small business scored2,050 633 959 3,642 1,018,512 1,022,154 — 1,656 
Agricultural business, including secured by farmland— — 2,171 2,171 328,918 331,089 3,167 3,167 — 
One-to four-family residential6,864 2,379 5,258 14,501 1,503,545 1,518,046 1,939 5,702 1,205 
Consumer:
Consumer—home equity revolving lines of credit2,772 839 2,627 6,238 582,465 588,703 821 3,110 391 
Consumer—other417 141 96 654 110,027 110,681 — 94 10 
Total$15,936 $10,280 $16,948 $43,164 $10,767,291 $10,810,455 $11,714 $26,857 $2,745 

(1)     The Company did not recognize any interest income on non-accrual loans during the year ended December 31, 2022.2023.

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The following tables provide the activity in the allowance for credit losses by portfolio segment for the three and nine months ended September 30,March 31, 2024 and 2023 and 2022 (in thousands):
For the Three Months Ended September 30, 2023
Commercial Real EstateMultifamily Real EstateConstruction and LandCommercial BusinessAgricultural BusinessOne- to Four-Family ResidentialConsumerTotal
Allowance for credit losses:        
For the Three Months Ended March 31, 2024
Commercial Real EstateMultifamily Real EstateConstruction and LandCommercial BusinessAgricultural BusinessOne- to Four-Family ResidentialConsumerTotal
Allowance for credit losses - loans:Allowance for credit losses - loans:   
Beginning balanceBeginning balance$43,636 $8,039 $29,844 $33,880 $3,573 $16,737 $8,971 $144,680 
Provision/(recapture) for credit losses210 765 (484)398 690 1,129 235 2,943 
(Recapture)/provision for credit losses
RecoveriesRecoveries170 — 29 403 19 59 126 806 
Charge-offsCharge-offs— — — (616)(564)— (289)(1,469)
Ending balanceEnding balance$44,016 $8,804 $29,389 $34,065 $3,718 $17,925 $9,043 $146,960 
For the Nine Months Ended September 30, 2023
Commercial Real EstateMultifamily Real EstateConstruction and LandCommercial BusinessAgricultural BusinessOne- to Four-Family ResidentialConsumerTotal
Allowance for credit losses:        
Beginning balance$44,086 $7,734 $29,171 $33,299 $3,475 $14,729 $8,971 $141,465 
(Recapture)/provision for credit losses(498)1,070 345 2,060 677 3,018 604 7,276 
Recoveries428 — 29 1,046 130 212 412 2,257 
Charge-offs— — (156)(2,340)(564)(34)(944)(4,038)
Ending balance$44,016 $8,804 $29,389 $34,065 $3,718 $17,925 $9,043 $146,960 

 For the Three Months Ended March 31, 2023
 Commercial Real EstateMultifamily Real EstateConstruction and LandCommercial BusinessAgricultural BusinessOne- to Four-Family ResidentialConsumerTotal
Allowance for credit losses - loans:        
Beginning balance$44,086 $7,734 $29,171 $33,299 $3,475 $14,729 $8,971 $141,465 
(Recapture)/provision for credit losses(1,295)741 (738)1,475 (490)920 161 774 
Recoveries184 — — 119 109 117 169 698 
Charge-offs— — — (1,158)— (30)(292)(1,480)
Ending balance$42,975 $8,475 $28,433 $33,735 $3,094 $15,736 $9,009 $141,457 

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 For the Three Months Ended September 30, 2022
 Commercial Real EstateMultifamily Real EstateConstruction and LandCommercial BusinessAgricultural BusinessOne- to Four-Family ResidentialConsumerTotal
Allowance for credit losses:        
Beginning balance$46,373 $6,906 $26,939 $28,673 $3,002 $9,573 $7,236 $128,702 
(Recapture)/provision for credit losses(2,096)208 1,071 2,395 243 2,796 1,730 6,347 
Recoveries88 — — 924 252 25 85 1,374 
Charge-offs— — (25)(138)(42)— (300)(505)
Ending balance$44,365 $7,114 $27,985 $31,854 $3,455 $12,394 $8,751 $135,918 
 For the Nine Months Ended September 30, 2022
 Commercial Real EstateMultifamily Real EstateConstruction and LandCommercial BusinessAgricultural BusinessOne- to Four-Family ResidentialConsumerTotal
Allowance for loan losses:        
Beginning balance$52,995 $7,043 $27,294 $26,421 $3,190 $8,205 $6,951 $132,099 
(Recapture)/provision for credit losses(8,932)71 337 4,594 (77)4,026 2,096 2,115 
Recoveries304 — 384 1,307 384 163 413 2,955 
Charge-offs(2)— (30)(468)(42)— (709)(1,251)
Ending balance$44,365 $7,114 $27,985 $31,854 $3,455 $12,394 $8,751 $135,918 

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Note 5: GOODWILL, OTHER INTANGIBLE ASSETS AND MORTGAGE SERVICING RIGHTS

Goodwill and Other Intangible Assets:  At September 30, 2023,March 31, 2024, intangible assets are comprised of goodwill and core deposit intangibles (CDI) acquired in business combinations. Goodwill represents the excess of the purchase consideration paid over the fair value of the assets acquired, net of the fair values of liabilities assumed in a business combination, and is not amortized but is reviewed at least annually for impairment. The Company has identified one reporting unit for the purpose of evaluating goodwill for impairment. The Company completed an assessment of qualitative factors as of December 31, 20222023 and concluded that no further analysis was required as it is more likely than not that the fair value of Banner Bank, the reporting unit, exceeds the carrying value.

CDI represents the value of transaction-related deposits and the value of the client relationships associated with the deposits. The Company amortizes CDI assets over their estimated useful lives and reviews them at least annually for events or circumstances that could impair their value. 

The following table summarizes the changes in the Company’s goodwill and other intangibles for the ninethree months ended September 30, 2023,March 31, 2024, and the year ended December 31, 20222023 (in thousands):
 GoodwillCDITotal
Balance, December 31, 2021$373,121 $14,855 $387,976 
Amortization— (5,279)(5,279)
Other changes(1)
— (136)(136)
Balance, December 31, 2022373,121 9,440 382,561 
Amortization— (2,898)(2,898)
Balance, September 30, 2023$373,121 $6,542 $379,663 

(1)    Acquired CDI was adjusted for the sale of branches in 2022.
 GoodwillCDITotal
Balance, December 31, 2022$373,121 $9,440 $382,561 
Amortization— (3,756)(3,756)
Balance, December 31, 2023373,121 5,684 378,805 
Amortization— (723)(723)
Balance, March 31, 2024$373,121 $4,961 $378,082 

The following table presents the estimated amortization expense with respect to CDI as of September 30, 2023,March 31, 2024, for the periods indicated (in thousands):
Estimated Amortization
Remainder of 2023$857 
20242,626 
Estimated AmortizationEstimated Amortization
Remainder of 2024
202520251,567 
20262026904 
20272027426 
2028
ThereafterThereafter162 
$6,542 

Mortgage Servicing Rights:  Mortgage and SBA servicing rights are reported in other assets.  SBA servicing rights are initially recorded and carried at fair value. Mortgage servicing rights are initially recognized at fair value and are amortized in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets.  Mortgage servicing rights are subsequently evaluated for impairment based upon the fair value of the rights compared to the amortized cost (remaining unamortized initial fair value).  If the fair value is less than the amortized cost, a valuation allowance is created through an impairment charge to servicing fee income.  However, if the fair value is greater than the amortized cost, the amount above the amortized cost is not recognized in the carrying value.  During the three and nine months ended September 30,March 31, 2024 and 2023, and 2022, the Company did not record any impairment charges or recoveries against mortgage servicing rights. The unpaid principal balance of loans for which mortgage and SBA servicing rights have been recognized totaled $2.762.78 billion and $2.77 billion at September 30, 2023both March 31, 2024 and December 31, 2022,2023, respectively.  Custodial accounts maintained in connection with this servicing totaled $29.122.1 million and $11.2$11.6 million at September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively.

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An analysis of the mortgage and SBA servicing rights for the three and nine months ended September 30,March 31, 2024 and 2023 and 2022 is presented below (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Balance, beginning of the periodBalance, beginning of the period$15,111 $17,633 $16,166 $17,206 
Balance, beginning of the period
Balance, beginning of the period
Additions—amounts capitalized
Additions—amounts capitalized
Additions—amounts capitalizedAdditions—amounts capitalized638 296 1,123 3,053 
Additions—through purchaseAdditions—through purchase98 57 222 202 
Additions—through purchase
Additions—through purchase
Amortization (1)
Amortization (1)
(851)(985)(2,525)(3,331)
Fair value adjustments (3)
(128)(72)(118)(201)
Balance, end of the period (2)
$14,868 $16,929 $14,868 $16,929 
Amortization (1)
Amortization (1)
Fair value adjustments (2)
Fair value adjustments (2)
Fair value adjustments (2)
Balance, end of the period (3)
Balance, end of the period (3)
Balance, end of the period (3)

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(1)    Amortization of mortgage servicing rights is recorded as a reduction of loan servicing income within mortgage banking operations and any unamortized balance is fully amortized if the loan repays in full.
(2)    There was no valuation allowance on mortgage servicing rights as of both September 30, 2023 and 2022.
(3)Fair value adjustments relate to SBA servicing rights. These adjustments are estimated based on an independent dealer analysis by discounting estimated net future cash flows from servicing SBA loans.
(3)    There was no valuation allowance on mortgage servicing rights as of both March 31, 2024 and 2023.

Note 6: DEPOSITS

Deposits consisted of the following at September 30, 2023March 31, 2024 and December 31, 20222023 (in thousands):
September 30, 2023December 31, 2022March 31, 2024December 31, 2023
Non-interest-bearing accountsNon-interest-bearing accounts$5,197,854 $6,176,998 
Interest-bearing checkingInterest-bearing checking2,006,866 1,811,153 
Interest-bearing checking
Interest-bearing checking
Regular savings accounts
Regular savings accounts
Regular savings accountsRegular savings accounts2,751,453 2,710,090 
Money market accountsMoney market accounts1,760,066 2,198,288 
Money market accounts
Money market accounts
Total interest-bearing transaction and savings accounts
Total interest-bearing transaction and savings accounts
Total interest-bearing transaction and savings accountsTotal interest-bearing transaction and savings accounts6,518,385 6,719,531 
Certificates of deposit:Certificates of deposit:
Certificates of deposit:
Certificates of deposit:
Certificates of deposit greater than or equal to $250,000
Certificates of deposit greater than or equal to $250,000
Certificates of deposit greater than or equal to $250,000Certificates of deposit greater than or equal to $250,000448,843 178,324 
Certificates of deposit less than $250,000Certificates of deposit less than $250,0001,009,470 545,206 
Certificates of deposit less than $250,000
Certificates of deposit less than $250,000
Total certificates of deposit
Total certificates of deposit
Total certificates of depositTotal certificates of deposit1,458,313 723,530 
Total depositsTotal deposits$13,174,552 $13,620,059 
Total deposits
Total deposits
Included in total deposits:
Included in total deposits:
Included in total deposits:Included in total deposits:  
Public fund transaction and savings accountsPublic fund transaction and savings accounts$357,889 $392,859 
Public fund transaction and savings accounts
Public fund transaction and savings accounts
Public fund interest-bearing certificates
Public fund interest-bearing certificates
Public fund interest-bearing certificatesPublic fund interest-bearing certificates46,349 26,810 
Total public depositsTotal public deposits$404,238 $419,669 
Total public deposits
Total public deposits
Total brokered certificates of depositTotal brokered certificates of deposit$162,856 $— 
Total brokered certificates of deposit
Total brokered certificates of deposit

Scheduled maturities and weighted average interest rates of certificates of deposit at September 30, 2023March 31, 2024 are as follows (dollars in thousands):
September 30, 2023
AmountWeighted Average Rate
March 31, 2024March 31, 2024
AmountAmountWeighted Average Rate
Maturing in one year or lessMaturing in one year or less$1,373,905 3.45 %Maturing in one year or less$1,390,579 3.91 3.91 %
Maturing after one year through two yearsMaturing after one year through two years52,138 1.48 
Maturing after two years through three yearsMaturing after two years through three years23,152 0.70 
Maturing after three years through four yearsMaturing after three years through four years3,966 0.34 
Maturing after four years through five yearsMaturing after four years through five years4,310 0.65 
Maturing after five yearsMaturing after five years842 0.78 
Total certificates of depositTotal certificates of deposit$1,458,313 3.32 %Total certificates of deposit$1,485,880 3.80 3.80 %
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Note 7: FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents estimated fair values of the Company’s financial instruments as of September 30, 2023March 31, 2024 and December 31, 2022,2023, whether or not recognized or recorded in the Consolidated Statements of Financial Condition (dollars in thousands):
September 30, 2023December 31, 2022 March 31, 2024December 31, 2023
LevelCarrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value LevelCarrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Assets:Assets:    Assets:  
Cash and cash equivalentsCash and cash equivalents1$251,706 $251,706 $243,062 $243,062 
Securities—trading325,268 25,268 28,694 28,694 
Securities—available-for-sale
Securities—available-for-sale
Securities—available-for-sale
Securities—available-for-saleSecurities—available-for-sale22,287,993 2,287,993 2,789,031 2,789,031 
Securities—held-to-maturitySecurities—held-to-maturity21,074,574 846,061 1,109,319 933,513 
Securities—held-to-maturitySecurities—held-to-maturity37,582 7,592 8,648 8,667 
Securities purchased under agreements to resell2— — 300,000 300,000 
Loans held for sale
Loans held for sale
Loans held for saleLoans held for sale254,158 54,213 56,857 56,948 
Loans receivable, netLoans receivable, net310,464,457 9,914,151 10,005,259 9,810,965 
Equity securitiesEquity securities1552 552 553 553 
FHLB stockFHLB stock315,600 15,600 12,000 12,000 
Bank-owned life insuranceBank-owned life insurance1303,347 303,347 297,565 297,565 
Mortgage servicing rightsMortgage servicing rights314,151 36,469 15,331 35,148 
SBA servicing rightsSBA servicing rights3717 717 835 835 
Investments in limited partnershipsInvestments in limited partnerships312,841 12,841 12,427 12,427 
Derivatives:Derivatives:
Interest rate swaps
Interest rate swaps
Interest rate swapsInterest rate swaps223,809 23,809 19,339 19,339 
Interest rate lock and forward sales commitmentsInterest rate lock and forward sales commitments2,3338 338 142 142 
Liabilities:Liabilities:    Liabilities:  
Demand, interest checking and money market accountsDemand, interest checking and money market accounts28,964,786 8,964,786 10,186,439 10,186,439 
Regular savingsRegular savings22,751,453 2,751,453 2,710,090 2,710,090 
Certificates of depositCertificates of deposit21,458,313 1,440,378 723,530 702,581 
FHLB advancesFHLB advances2140,000 140,000 50,000 50,000 
Other borrowingsOther borrowings2188,440 188,440 232,799 232,799 
Subordinated notes, netSubordinated notes, net292,748 90,322 98,947 96,718 
Junior subordinated debenturesJunior subordinated debentures366,284 66,284 74,857 74,857 
Derivatives:Derivatives:
Interest rate swapsInterest rate swaps245,938 45,938 37,150 37,150 
Interest rate swaps
Interest rate swaps
Interest rate lock and forward sales commitmentsInterest rate lock and forward sales commitments2,325 25 118 118 
Interest rate lock and forward sales commitments
Interest rate lock and forward sales commitments
Risk participation agreementRisk participation agreement219 19 67 67 

The Company measures and discloses certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (that is, not a forced liquidation or distressed sale). When measuring fair value, management will maximize the use of observable inputs and minimize the use of unobservable inputs whenever possible. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s estimates for market assumptions.

The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies.  However, considerable judgment is required to interpret data to develop the estimates of fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize at a future date.  The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.  In addition, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates that must be made given the absence of active secondary markets for many of the financial instruments.  This lack of uniform valuation methodologies also introduces a greater degree of subjectivity to these estimated fair values.

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Items Measured at Fair Value on a Recurring Basis:

The following tables present financial assets and liabilities measured at fair value on a recurring basis and the level within the fair value hierarchy of the fair value measurements for those assets and liabilities as of September 30, 2023March 31, 2024 and December 31, 20222023 (in thousands):
September 30, 2023 March 31, 2024
Level 1Level 2Level 3Total Level 1Level 2Level 3Total
Assets:Assets:    Assets:  
Securities—trading    
Corporate bonds (Trust Preferred Securities)$— $— $25,268 $25,268 
Securities—available-for-sale
Securities—available-for-sale
Securities—available-for-saleSecurities—available-for-sale      
U.S. Government and agency obligationsU.S. Government and agency obligations— 34,327 — 34,327 
Municipal bondsMunicipal bonds— 123,598 — 123,598 
Corporate bondsCorporate bonds— 91,018 — 91,018 
Mortgage-backed or related securitiesMortgage-backed or related securities— 1,819,452 — 1,819,452 
Asset-backed securitiesAsset-backed securities— 219,598 — 219,598 
— 2,287,993 — 2,287,993 
Loans held for sale(1)
Loans held for sale(1)
— 11,634 — 11,634 
Loans held for sale(1)
Loans held for sale(1)
Equity securitiesEquity securities552 — — 552 
SBA servicing rightsSBA servicing rights— — 717 717 
Investment in limited partnershipsInvestment in limited partnerships— — 12,841 12,841 
DerivativesDerivatives    
Derivatives
Derivatives  
Interest rate swapsInterest rate swaps— 23,809 — 23,809 
Interest rate lock and forward sales commitmentsInterest rate lock and forward sales commitments— 236 102 338 
$552 $2,323,672 $38,928 $2,363,152 
$
Liabilities:Liabilities:    
Liabilities:
Liabilities:  
Junior subordinated debentures
Junior subordinated debentures
Junior subordinated debenturesJunior subordinated debentures$— $— $66,284 $66,284 
DerivativesDerivatives    Derivatives  
Interest rate swapsInterest rate swaps— 45,938 — 45,938 
Interest rate lock and forward sales commitmentsInterest rate lock and forward sales commitments— — 25 25 
Interest rate lock and forward sales commitments
Interest rate lock and forward sales commitments
Risk participation agreementRisk participation agreement— 19 — 19 
$— $45,957 $66,309 $112,266 
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December 31, 2022 December 31, 2023
Level 1Level 2Level 3Total Level 1Level 2Level 3Total
Assets:Assets:    Assets:  
Securities—trading    
Corporate bonds (Trust Preferred Securities)$— $— $28,694 $28,694 
Securities—available-for-sale
Securities—available-for-sale
Securities—available-for-saleSecurities—available-for-sale      
U.S. Government and agency obligationsU.S. Government and agency obligations— 55,108 — 55,108 
Municipal bondsMunicipal bonds— 261,209 — 261,209 
Corporate bondsCorporate bonds— 121,853 — 121,853 
Mortgage-backed or related securitiesMortgage-backed or related securities— 2,139,336 — 2,139,336 
Asset-backed securitiesAsset-backed securities— 211,525 — 211,525 
— 2,789,031 — 2,789,031 
Loans held for sale(1)
Loans held for sale(1)
Loans held for sale(1)
Loans held for sale(1)
— 2,305 — 2,305 
Equity securitiesEquity securities553 — — 553 
SBA servicing rightsSBA servicing rights— — 835 835 
Investment in limited partnershipsInvestment in limited partnerships— — 12,427 12,427 
DerivativesDerivatives    
Derivatives
Derivatives  
Interest rate swapsInterest rate swaps— 19,339 — 19,339 
Interest rate lock and forward sales commitmentsInterest rate lock and forward sales commitments— 61 81 142 
$553 $2,810,736 $42,037 $2,853,326 
Liabilities:Liabilities:    
Liabilities:
Liabilities:  
Junior subordinated debentures
Junior subordinated debentures
Junior subordinated debenturesJunior subordinated debentures$— $— $74,857 $74,857 
DerivativesDerivatives    Derivatives  
Interest rate swapsInterest rate swaps— 37,150 — 37,150 
Interest rate lock and forward sales commitmentsInterest rate lock and forward sales commitments— 76 42 118 
Interest rate lock and forward sales commitments
Interest rate lock and forward sales commitments
Risk participation agreementRisk participation agreement— 67 — 67 
$— $37,293 $74,899 $112,192 

(1)    The unpaid principal balance of residential mortgage loans held for sale carried at fair value on a recurring basis was $11.5$7.0 million and $2.2$8.8 million at September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively.

The following methods were used to estimate the fair value of each class of financial instruments above:

Securities:  The estimated fair values of investment securities and mortgage-backed securities are priced using current active market quotes, if available, which are considered Level 1 measurements.  For most of the portfolio, matrix pricing based on the securities’ relationship to other benchmark quoted prices is used to establish the fair value.  These measurements are considered Level 2.  Due to the continued limited activity in the trust preferred markets that have limited the observability of market spreads for some of the Company’s trust preferred securities (TPS), management has classified these securities, included in Corporate Bonds, as a Level 3 fair value measure. Management periodically reviews the pricing information received from third-party pricing services and tests those prices against other sources to validate the reported fair values.

Loans Held for Sale: Fair values for residential mortgage loans held for sale are determined by comparing actual loan rates to current secondary market prices for similar loans.

Equity Securities: Equity securities are invested in a publicly traded stock. The fair value of these securities is based on daily quoted market prices.

SBA Servicing Rights: Fair values are estimated based on an independent dealer analysis by discounting estimated net future cash flows from servicing. The evaluation utilizes assumptions market participants would use in determining fair value including prepayment speeds, delinquency and foreclosure rates, the discount rate, servicing costs, and the timing of cash flows.  The SBA servicing portfolio is stratified by loan type and fair value estimates are adjusted up or down based on the serviced loan interest rates versus current rates on new loan originations since the most recent independent analysis.

37


Junior Subordinated Debentures:  The fair value of junior subordinated debentures is estimated using an income approach technique. The significant inputs included in the estimation of fair value are the credit risk adjusted spread and three month SOFR (Secured Overnight Financing Rate). The credit risk adjusted spread represents the nonperformance risk of the liability. The Company utilizes an external valuation firm to validate the reasonableness of the credit risk adjusted spread used to determine the fair value. The junior subordinated debentures are carried at fair value which represents the estimated amount that would be paid to transfer these liabilities in an orderly transaction amongst market participants. Due to inactivity in the trust preferred markets that have limited the observability of market spreads, management has classified this as a Level 3 fair value measurement.

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Derivatives: Derivatives include interest rate swap agreements, interest rate lock commitments to originate loans held for sale, forward sales contracts to sell loans and securities related to mortgage banking activities and risk participation agreements. Fair values for these instruments, which generally change as a result of changes in the level of market interest rates, are estimated based on dealer quotes and secondary market sources. As the interest rate lock commitments use a pull-through rate that is considered an unobservable input, these derivatives are classified as a level 3 fair value measurement.

Off-Balance Sheet Items: Off-balance sheet financial instruments include unfunded commitments to extend credit, including standby letters of credit, and commitments to purchase investment securities. The fair value of these instruments is not considered to be material.

Limitations: The fair value estimates presented herein are based on pertinent information available to management as of September 30, 2023March 31, 2024 and December 31, 2022.2023.  The factors used in the fair value estimates are subject to change subsequent to the dates the fair value estimates are completed, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

Assets and Liabilities Measured at Fair Value Using Significant Unobservable Inputs (Level 3):

The following table provides a description of the valuation technique, unobservable inputs, and quantitative and qualitative information about the unobservable inputs for the Company’s assets and liabilities classified as Level 3 and measured at fair value on a recurring and non-recurring basis at September 30, 2023March 31, 2024 and December 31, 2022:2023:
Weighted Average Rate
Weighted Average Rate or RangeWeighted Average Rate or Range
Financial InstrumentsFinancial InstrumentsValuation TechniqueUnobservable InputsSeptember 30, 2023December 31, 2022Financial InstrumentsValuation TechniqueUnobservable InputsMarch 31, 2024December 31, 2023
Corporate bonds (TPS)Corporate bonds (TPS)Discounted cash flowsDiscount rate10.91 %8.27 %Corporate bonds (TPS)Discounted cash flowsDiscount rate10.81 %10.84 %
Junior subordinated debenturesJunior subordinated debenturesDiscounted cash flowsDiscount rate10.91 %8.27 %
Junior subordinated debentures
Junior subordinated debenturesDiscounted cash flowsDiscount rate10.81 %10.84 %
Loans individually evaluatedLoans individually evaluatedCollateral valuationsDiscount to appraised valuen/an/a
REOAppraisalsDiscount to appraised value58.18 %68.35 %
Loans individually evaluated
Loans individually evaluatedCollateral valuationsDiscount to appraised value0% to 80%8.75% to 25%
Interest rate lock commitments
Interest rate lock commitments
Interest rate lock commitmentsInterest rate lock commitmentsPricing modelPull-through rate92.79 %78.65 %Pricing modelPull-through rate91.41 %88.24 %
SBA servicing rightsSBA servicing rightsDiscounted cash flowsConstant prepayment rate15.91 %14.10 %
SBA servicing rights
SBA servicing rightsDiscounted cash flowsConstant prepayment rate17.92 %16.92 %

Trust preferred securities: Management believes that the credit risk-adjusted spread used to develop the discount rate utilized in the fair value measurement of TPS is indicative of the risk premium a willing market participant would require under current market conditions for instruments with similar contractual rates and terms and conditions and issuers with similar credit risk profiles and with similar expected probability of default. Management attributes the change in fair value of these instruments, compared to their par value, primarily to perceived general market adjustments to the risk premiums for these types of assets subsequent to their issuance.

Junior subordinated debentures: Similar to the TPS discussed above, management believes that the credit risk-adjusted spread utilized in the fair value measurement of the junior subordinated debentures is indicative of the risk premium a willing market participant would require under current market conditions for an issuer with Banner’s credit risk profile. Management attributes the change in fair value of the junior subordinated debentures, compared to their par value, primarily to perceived general market adjustments to the risk premiums for these types of liabilities subsequent to their issuance. Future contractions in the risk adjusted spread relative to the spread currently utilized to measure the Company’s junior subordinated debentures at fair value as of September 30, 2023,March 31, 2024, or the passage of time, will result in negative fair value adjustments. At September 30, 2023,March 31, 2024, the discount rate utilized was based on a credit spread of 551526 basis points and three-month SOFR of 540530 basis points.

Interest rate lock commitments: The fair value of the interest rate lock commitments is based on secondary market sources adjusted for an estimated pull-through rate. The pull-through rate is based on historical loan closing rates for similar interest rate lock commitments. An increase or decrease in the pull-through rate would have a corresponding, positive or negative fair value adjustment.

SBA servicing asset: The constant prepayment rate (CPR) is set based on industry data. An increase in the CPR would result in a negative fair value adjustment, where a decrease in CPR would result in a positive fair value adjustment.

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The following tables provide a reconciliation of the assets and liabilities measured at fair value using significant unobservable inputs (Level 3) on a recurring basis during the three and nine months ended September 30,March 31, 2024 and 2023 and 2022 (in thousands):
Three Months Ended
September 30, 2023
Three Months EndedThree Months Ended
March 31, 2024March 31, 2024
Level 3 Fair Value Inputs Level 3 Fair Value Inputs
TPSBorrowings—Junior Subordinated DebenturesInterest Rate Lock and Forward Sales CommitmentsInvestments in Limited PartnershipsSBA Servicing Asset TPS SecuritiesBorrowings—Junior Subordinated DebenturesInterest Rate Lock and Forward Sales CommitmentsInvestments in Limited PartnershipsSBA Servicing Asset
Beginning balanceBeginning balance$25,659 $67,237 $268 $12,776 $845 
Net change recognized in earningsNet change recognized in earnings(391)— (191)(268)(128)
Net change recognized in accumulated other comprehensive income (AOCI)Net change recognized in accumulated other comprehensive income (AOCI)— (953)— — — 
Purchases, issuances and settlementsPurchases, issuances and settlements— — — 333 — 
Ending balance at September 30, 2023$25,268 $66,284 $77 $12,841 $717 
Ending balance at March 31, 2024
Ending balance at March 31, 2024
Ending balance at March 31, 2024
Nine Months Ended
September 30, 2023
Level 3 Fair Value Inputs
TPS SecuritiesBorrowings—Junior Subordinated DebenturesInterest Rate Lock and Forward Sales CommitmentsInvestments in Limited PartnershipsSBA Servicing Asset
Three Months Ended
Three Months Ended
Three Months Ended
March 31, 2023March 31, 2023
Level 3 Fair Value InputsLevel 3 Fair Value Inputs
TPS SecuritiesTPS SecuritiesBorrowings—Junior Subordinated DebenturesInterest Rate Lock and Forward Sales CommitmentsInvestments in Limited PartnershipsSBA Servicing Asset
Beginning balanceBeginning balance$28,694 $74,857 $39 $12,427 $835 
Net change recognized in earningsNet change recognized in earnings(3,426)— 38 (930)(118)
Net change recognized in AOCINet change recognized in AOCI— (8,573)— — — 
Purchases, issuances and settlementsPurchases, issuances and settlements— — — 1,344 — 
Ending balance at September 30, 2023$25,268 $66,284 $77 $12,841 $717 
Ending balance at March 31, 2023
Three Months Ended
Ending balance at March 31, 2023
September 30, 2022
Level 3 Fair Value Inputs
TPSBorrowings—Junior Subordinated DebenturesInterest Rate Lock and Forward Sales CommitmentsInvestments in Limited PartnershipsSBA Servicing Asset
Beginning balance$27,886 $72,229 $357 $11,881 $1,015 
Net change recognized in earnings497 — (389)(38)(72)
Net change recognized in AOCI— 1,612 — — — 
Purchases, issuances and settlements— — — 296 — 
Ending balance at September 30, 2022$28,383 $73,841 $(32)$12,139 $943 
Nine Months Ended
September 30, 2022
Level 3 Fair Value Inputs
TPS SecuritiesBorrowings—Junior Subordinated DebenturesInterest Rate Lock and Forward Sales CommitmentsInvestments in Limited PartnershipsSBA Servicing Asset
Beginning balance$26,981 $119,815 $1,467 $10,257 $1,161 
Net change recognized in earnings1,402 765 (1,499)(410)(218)
Net change recognized in AOCI— 3,779 — — — 
Purchases, issuances and settlements— — — 2,292 — 
Redemptions— (50,518)— — — 
Ending balance at September 30, 2022$28,383 $73,841 $(32)$12,139 $943 
Ending balance at March 31, 2023

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Interest income and dividends from TPS are recorded as a component of interest income. Interest expense related to the junior subordinated debentures is measured based on contractual interest rates and reported in interest expense. The change in fair value of the junior subordinated debentures, which represents changes in instrument specific credit risk, is recorded in other comprehensive income. The change in fair value of TPS securities, investments in limited partnerships and the SBA servicing asset are recorded as a component of non-interest income. The change in fair value of the interest rate lock and forward sales commitments are included in mortgage banking operations in non-interest income.

Items Measured at Fair Value on a Non-recurring Basis:

The following tables present financial assets and liabilities measured at fair value on a non-recurring basis and the level within the fair value hierarchy of the fair value measurements for those assets as of September 30, 2023March 31, 2024 and December 31, 20222023 (in thousands):
March 31, 2024
Level 1Level 2Level 3Total
Loans individually evaluated
Real Estate Owned (REO)
September 30, 2023
Level 1Level 2Level 3Total
REO$— $— $546 $546 
Loans held for sale— 40,063 — 40,063 
December 31, 2022December 31, 2023
Level 1Level 2Level 3Total Level 1Level 2Level 3Total
Loans individually evaluatedLoans individually evaluated$— $— $1,883 $1,883 
REOREO— — 340 340 
Loans held for sale— 49,474 — 49,474 
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The following table presents the gains and losses resulting from non-recurring fair value adjustments for the three and nine months ended September 30, 2023 and September 30, 2022 (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
REO$— $— $— $— 
Loans held for sale(456)(2,200)(919)(3,261)
Total loss from non-recurring measurements$(456)$(2,200)$(919)$(3,261)

Loans individually evaluated: Expected credit losses for loans evaluated individually are measured based on the present value of expected future cash flows discounted at the loan’s original effective interest rate or when the Bank determines that foreclosure is probable, the expected credit loss is measured based on the fair value of the collateral as of the reporting date, less estimated selling costs, as applicable. As a practical expedient, the Bank measures the expected credit loss for a loan using the fair value of the collateral, if repayment is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty based on the Bank’s assessment as of the reporting date. In both cases, if the fair value of the collateral is less than the amortized cost basis of the loan, the Bank will recognize an allowance as the difference between the fair value of the collateral, less costs to sell (if applicable) and the amortized cost basis of the loan. If the fair value of the collateral exceeds the amortized cost basis of the loan, any expected recovery added to the amortized cost basis will be limited to the amount previously charged-off. Subsequent changes in the expected credit losses for loans evaluated individually are included within the provision for credit losses in the same manner in which the expected credit loss initially was recognized or as a reduction in the provision that would otherwise be reported.
REO: The Company records REO (acquired through a lending relationship) at fair value on a non-recurring basis. Fair value adjustments on REO are based on updated real estate appraisals which are based on current market conditions. All REO properties are recorded at the lower of the estimated fair value of the real estate, less expected selling costs, or the carrying amount of the defaulted loans. From time to time, non-recurring fair value adjustments to REO are recorded to reflect partial write-downs based on an observable market price or current appraised value of property. Banner considers any valuation inputs related to REO to be Level 3 inputs. The individual carrying values of these assets are reviewed for impairment at least annually and any additional impairment charges are expensed.

Loans held for sale: The multifamily held for sale loans are carried at the lower of cost or market value. Lower of cost or market adjustments for multifamily loans held for sale are calculated based on discounted cash flows using a discount rate that is a combination of market spreads for similar loan types added to selected index rates. If the fair value of the multifamily held for sale loans is lower than the amortized cost basis of the loans, a net unrealized loss is recognized through the valuation allowance as a charge against income.

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Note 8: INCOME TAXES AND DEFERRED TAXES
The Company files a consolidated income tax return including all of its wholly-owned subsidiaries on a calendar year basis. Income taxes are accounted for using the asset and liability method. Under this method, a deferred tax asset or liability is determined based on the enacted tax rates which will be in effect when the differences between the financial statement carrying amounts and tax basis of existing assets and liabilities are expected to be reported in the Company’s income tax returns. The effect on deferred taxes of a change in tax rates is recognized in income in the period of change. A valuation allowance is recognized as a reduction to deferred tax assets when management determines it is more likely than not that deferred tax assets will not be available to offset future income tax liabilities.

Accounting standards for income taxes prescribe a recognition threshold and measurement process for financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return, and also provide guidance on the de-recognition of previously recorded benefits and their classification, as well as the proper recording of interest and penalties, accounting in interim periods, disclosures and transition. The Company periodically reviews its income tax positions based on tax laws and regulations and financial reporting considerations, and records adjustments as appropriate. This review takes into consideration the status of current taxing authorities’ examinations of the Company’s tax returns, recent positions taken by the taxing authorities on similar transactions, if any, and the overall tax environment.

As of September 30, 2023,March 31, 2024, the Company has recognized $1.62.0 million of unrecognized tax benefits for uncertain tax positions. The Company does not anticipate that there are additional uncertain tax positions or that any uncertain tax position which has not been recognized would materially affect the effective tax rate if recognized. The Company’s policy is to recognize interest and penalties on unrecognized tax benefits in income tax expense. The Company files consolidated income tax returns in the U.S. federal jurisdiction and in the Oregon, California, Utah, Idaho and Montana state jurisdictions.

Tax credit investments: The Company invests in low income housing tax credit funds that are designed to generate a return primarily through the realization of federal tax credits. The Company accounts for these investments by amortizing the cost of tax credit investments over the life of the investment using a proportional amortization method and tax credit investment amortization expense is a component of the provision for income taxes.

The following table presents the balances of the Company’s tax credit investments and related unfunded commitments at September 30, 2023March 31, 2024 and December 31, 20222023 (in thousands):
September 30, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
Tax credit investmentsTax credit investments$104,590 $71,430 
Unfunded commitments—tax credit investmentsUnfunded commitments—tax credit investments65,035 44,563 

The following table presents other information related to the Company’s tax credit investments for the three and nine months ended September 30,March 31, 2024 and 2023 and 2022 (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
Tax credits and other tax benefits recognized
Tax credits and other tax benefits recognized
Tax credits and other tax benefits recognizedTax credits and other tax benefits recognized$2,134 $1,458 $6,403 $4,374 
Tax credit amortization expense included in provision for income taxesTax credit amortization expense included in provision for income taxes1,887 1,173 5,331 3,744 
Tax credit amortization expense included in provision for income taxes
Tax credit amortization expense included in provision for income taxes

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Note 9: CALCULATION OF WEIGHTED AVERAGE SHARES OUTSTANDING FOR EARNINGS PER SHARE (EPS)

The following table reconciles basic to diluted weighted average shares outstanding used to calculate earnings per share data for the three and nine months ended September 30,March 31, 2024 and 2023 and 2022 (in thousands, except shares and per share data):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2023202220232022
Net incomeNet income$45,854 $49,070 $141,000 $140,998 
Net income
Net income
Basic weighted average shares outstanding
Basic weighted average shares outstanding
Basic weighted average shares outstandingBasic weighted average shares outstanding34,379,865 34,224,640 34,331,458 34,277,182 
Dilutive effect of unvested restricted stockDilutive effect of unvested restricted stock49,861 191,377 107,756 222,064 
Dilutive effect of unvested restricted stock
Dilutive effect of unvested restricted stock
Diluted weighted shares outstanding
Diluted weighted shares outstanding
Diluted weighted shares outstandingDiluted weighted shares outstanding34,429,726 34,416,017 34,439,214 34,499,246 
Earnings per common shareEarnings per common share    
Earnings per common share
Earnings per common share
Basic
Basic
BasicBasic$1.33 $1.43 $4.11 $4.11 
DilutedDiluted$1.33 $1.43 $4.09 $4.09 
Diluted
Diluted
Restricted stock units and stock options excluded from the diluted average outstanding share calculation (1)
Restricted stock units and stock options excluded from the diluted average outstanding share calculation (1)
Restricted stock units and stock options excluded from the diluted average outstanding share calculation (1)
(1)Anti-dilution occurs when the unrecognized compensation cost per share of a restricted stock unit or the exercise price of a stock option exceeds the market price of the Company’s stock.

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Note 10: STOCK-BASED COMPENSATION PLANS

The Company operates the 2014 Omnibus Incentive Plan (the 2014 Plan), the 2018 Omnibus Incentive Plan (the 2018 Plan) and the 2023 Omnibus Incentive Plan (the 2023 Plan), all of which were approved by its shareholders. The 2023 Plan was approved by shareholders on May 24, 2023. The purpose of these plans is to promote the success and enhance the value of the Company by providing a means for attracting and retaining highly skilled employees, officers and directors of the Company and linking their personal interests with those of the Company’s shareholders. Under these plans, the Company currently has outstanding awards of restricted stock shares and restricted stock units.

The Company reserved 900,000 shares of its common stock for issuance under the 2014 Plan in connection with the exercise of awards. As of September 30, 2023,March 31, 2024, 277,304 restricted stock shares and 441,806443,387 restricted stock units have been granted under the 2014 Plan of which 4,809 restricted stock shares and 23,14320,150 restricted stock units were unvested.

The Company reserved 900,000 shares of common stock for issuance under the 2018 Plan in connection with the exercise of awards. As of September 30, 2023, 735,744March 31, 2024, 737,286 restricted stock units have been granted under the 2018 Plan of which 336,986272,683 restricted stock units were unvested.

The Company reserved 625,000 shares of common stock for issuance under the 2023 Plan in connection with the exercise of awards. As of September 30, 2023,March 31, 2024, no shares had been granted under the 2023 Plan.

The expense associated with all restricted stock grants (including restricted stock shares and restricted stock units) was $2.4$2.2 million and $6.8 million for the three and nine month periods ended September 30, 2023, and was $2.3 million and $6.6$2.1 million for the three months ended March 31, 2024 and nine month periods ended September 30, 2022,March 31, 2023, respectively. Unrecognized compensation expense for these awards as of September 30, 2023,March 31, 2024, was $14.2$9.5 million and will be recognized over a weighted average period of 1210 months.

Note 11: COMMITMENTS AND CONTINGENCIES

Financial Instruments with Off-Balance-Sheet Risk — The Company has financial instruments with off-balance-sheet risk generated in the normal course of business to meet the financing needs of our clients.  These financial instruments include commitments to extend credit, commitments related to standby letters of credit, commitments to originate loans, commitments to sell loans, and commitments to buy or sell securities.  These instruments involve, to varying degrees, elements of credit and interest rate risk similar to the risk involved in on-balance-sheet items.

Our exposure to credit loss in the event of nonperformance by the other party to the financial instrument from commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments.  We use the same credit policies in making commitments and conditional obligations as for on-balance-sheet instruments.

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Outstanding commitments for which no asset or liability for the notional amount has been recorded consisted of the following at the dates indicated (in thousands):
Contract or Notional Amount Contract or Notional Amount
September 30, 2023December 31, 2022
March 31, 2024March 31, 2024December 31, 2023
Commitments to extend creditCommitments to extend credit$3,974,069 $4,031,954 
Standby letters of credit and financial guaranteesStandby letters of credit and financial guarantees31,218 26,119 
Commitments to originate loansCommitments to originate loans32,185 53,266 
Risk participation agreementsRisk participation agreements46,748 48,566 
Derivatives also included in Note 13:
Risk participation agreements
Risk participation agreements
Derivatives also included in Note 12:
Derivatives also included in Note 12:
Derivatives also included in Note 12:
Commitments to originate loans held for sale
Commitments to originate loans held for sale
Commitments to originate loans held for saleCommitments to originate loans held for sale26,278 10,525 
Commitments to sell loans secured by one- to four-family residential propertiesCommitments to sell loans secured by one- to four-family residential properties9,373 12,568 
Commitments to sell securities related to mortgage banking activitiesCommitments to sell securities related to mortgage banking activities26,000 7,000 

In addition to the commitments disclosed in the table above, the Company is committed to funding its’the unfunded portion of its tax credit investments. As of March 31, 2024 and December 31, 2023, the funded balances and remaining outstanding commitments of these unfunded tax investments were as follows (in thousands):
March 31, 2024December 31, 2023
Funded BalanceUnfunded BalanceFunded BalanceUnfunded Balance
Tax credit investments$68,778 $58,375 $68,559 $62,594 

The Company has also entered into agreements to invest in several limited partnerships. As of September 30, 2023March 31, 2024 and December 31, 2022,2023, the funded balances and remaining outstanding commitments of these limited partnership investments were as follows (in thousands):
September 30, 2023December 31, 2022
Funded BalanceUnfunded BalanceFunded BalanceUnfunded Balance
Limited partnerships investments$11,615 $10,885 $10,272 $12,228 
March 31, 2024December 31, 2023
Funded BalanceUnfunded BalanceFunded BalanceUnfunded Balance
Limited partnerships investments$12,468 $15,032 $12,038 $10,462 

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Commitments to extend credit are agreements to lend to a client, as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Many of the commitments may expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements. Each client’s creditworthiness is evaluated on a case-by-case basis.  The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation of the client. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, and income producing commercial properties. The Company’s allowance for credit losses - unfunded loan commitments at September 30, 2023March 31, 2024 and December 31, 20222023 was $15.0$13.6 million and $14.7$14.5 million, respectively.

Standby letters of credit are conditional commitments issued to guarantee a client’s performance or payment to a third party.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to clients. Under a risk participation agreement, the Bank guarantees the financial performance of a borrower on the participated portion of an interest rate swap on a loan.

Interest rates on residential one- to four-family mortgage loan applications are typically rate locked (committed) to clients during the application stage for periods ranging from 30 to 60 days, the most typical period being 45 days. Traditionally, these loan applications with rate lock commitments had the pricing for the sale of these loans locked with various qualified investors under a best-efforts delivery program at or near the time the interest rate is locked with the client. The Bank then attempts to deliver these loans before their rate locks expired. This arrangement generally required delivery of the loans prior to the expiration of the rate lock. Delays in funding the loans would require a lock extension. The cost of a lock extension at times was borne by the client and at times by the Bank. These lock extension costs have not had a material impact to the Company’s operations. For mandatory delivery commitments the Company enters into forward commitments at specific prices and settlement dates to deliver either: (1) residential mortgage loans for purchase by secondary market investors (i.e., Freddie Mac or Fannie Mae), or (2) mortgage-backed securities to broker/dealers. The purpose of these forward commitments is to offset the movement in interest rates between the execution of its residential mortgage rate lock commitments with borrowers and the sale of those loans to the secondary market investor. There were no counterparty default losses on forward contracts during the three and nine months ended September 30, 2023March 31, 2024 or September 30, 2022.March 31, 2023. Market risk with respect to forward contracts arises principally from changes in the value of contractual positions due to changes in interest rates. The Company limits its exposure to market risk by monitoring differences between commitments to clients and forward contracts with market investors and securities broker/dealers. In the event the Company has forward delivery contract commitments in excess of available mortgage loans, the transaction is completed by either paying or receiving a fee to or from the investor or broker/dealer equal to the increase or decrease in the market value of the forward contract.

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In the normal course of business, the Company and/or its subsidiaries have various legal proceedings and other contingent matters outstanding.  These proceedings and the associated legal claims are often contested and the outcome of individual matters is not always predictable.  These claims and counter-claims typically arise during the course of collection efforts on problem loans or with respect to action to enforce liens on properties in which the Bank holds a security interest.  Based upon the information known to management at this time, the Company has accrued $14.8 million related to outstanding legal proceedings. There are no other legal proceedings that management believes would have a material adverse effect on the results of operations or consolidated financial position at September 30, 2023.March 31, 2024.

In connection with certain asset sales, the Bank typically makes representations and warranties about the underlying assets conforming to specified guidelines.  If the underlying assets do not conform to the specifications, the Bank may have an obligation to repurchase the assets or indemnify the purchaser against any loss.  The Bank believes that the potential for material loss under these arrangements is remote.  Accordingly, the fair value of such obligations is not material.

Note 12: DERIVATIVES AND HEDGING

Banner Bank is party to various derivative instruments that are used for asset and liability management and client financing needs. Derivative instruments are contracts between two or more parties that have a notional amount and an underlying variable, require no net investment and allow for the net settlement of positions. The notional amount serves as the basis for the payment provision of the contract and takes the form of units, such as shares or dollars. The underlying variable represents a specified interest rate, index, or other component. The interaction between the notional amount and the underlying variable determines the number of units to be exchanged between the parties and influences the market value of the derivative contract.

The Company’s predominant derivative and hedging activities involve interest rate swaps related to certain term loans and forward sales contracts associated with mortgage banking activities. Generally, these instruments help the Company manage exposure to market risk and meet client financing needs. Market risk represents the possibility that economic value or net interest income will be adversely affected by fluctuations in external factors such as market-driven interest rates and prices or other economic factors.

43


As of September 30, 2023March 31, 2024 and December 31, 2022,2023, the notional values or contractual amounts and fair values of the Company’s derivatives were as follows (in thousands):
Asset DerivativesLiability Derivatives
September 30, 2023December 31, 2022September 30, 2023December 31, 2022
Notional/ Contract AmountFair ValueNotional/ Contract AmountFair ValueNotional/ Contract AmountFair ValueNotional/ Contract AmountFair Value
Asset DerivativesAsset DerivativesLiability Derivatives
March 31, 2024March 31, 2024December 31, 2023March 31, 2024December 31, 2023
Notional/ Contract AmountNotional/ Contract AmountFair ValueNotional/ Contract AmountFair ValueNotional/ Contract AmountFair ValueNotional/ Contract AmountFair Value
Hedged interest rate swapsHedged interest rate swaps$— $— $— $— $400,000 $21,166 $400,000 $26,485 
Hedged interest rate swaps
Hedged interest rate swaps
Interest rate swaps not designated in hedge relationships
Interest rate swaps not designated in hedge relationships
Interest rate swaps not designated in hedge relationshipsInterest rate swaps not designated in hedge relationships431,935 43,821 440,731 37,119 431,935 43,866 440,731 37,150 
Master netting agreementsMaster netting agreements(20,012)(17,780)(20,012)(17,780)
Cash offset/(settlement)Cash offset/(settlement)— — 918 (8,705)
Net interest rate swapsNet interest rate swaps23,809 19,339 45,938 37,150 
Risk participation agreementsRisk participation agreements1,108 — 1,283 — 45,639 19 47,283 67 
Risk participation agreements
Risk participation agreements
Mortgage loan commitmentsMortgage loan commitments26,278 102 15,920 81 — — 12,367 42 
Forward sales contractsForward sales contracts28,544 236 16,568 61 4,368 25 3,000 76 
TotalTotal$487,865 $24,147 $474,502 $19,481 $481,942 $45,982 $503,381 $37,335 
Total
Total

The Company’s asset derivatives are included in other assets, while the liability derivatives are included in accrued expenses and other liabilities on the Consolidated Statements of Financial Condition.

Interest Rate Swaps used in Cash Flow Hedges: The Company’s floating rate loans result in exposure to losses in value or net interest income as interest rates change. The risk management objectives in using interest rate derivatives are to reduce volatility in net interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. During the fourth quarter of 2021, the Company entered into interest rate swaps designated as cash flow hedges to hedge the variable cash flows associated with existing floating rate loans. These hedge contracts involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making floating-rate payments over the life of the agreements without exchange of the underlying notional amount.

For derivatives designated and that qualify as cash flow hedges of interest rate risk, the unrealized gain or loss on the derivative is recorded in AOCI and subsequently reclassified into interest income in the same period during which the hedged transaction affects earnings. Amounts reported in AOCI related to derivatives will be reclassified to interest income as interest payments are made on the Company’s variable-rate assets. During the next 12 months, the Company estimates that an additional $17.8$11.0 million will be reclassified as a decrease to interest income.
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The following table presents the effect of cash flow hedge accounting on AOCI for the three and nine months ended September 30,March 31, 2024 and 2023 and 2022 (in thousands):
For the Three Months Ended September 30, 2023
Amount of Gain or (Loss) Recognized in AOCI on DerivativeAmount of Gain or (Loss) Recognized in AOCI Included ComponentAmount of Gain or (Loss) Recognized in AOCI Excluded ComponentLocation of Gain or (Loss) Recognized from AOCI into IncomeAmount of Gain or (Loss) Reclassified from AOCI into IncomeAmount of Gain or (Loss) Reclassified from AOCI into Income Included ComponentAmount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component
For the Three Months Ended March 31, 2024For the Three Months Ended March 31, 2024
Amount of Gain or (Loss) Recognized in AOCI on DerivativeAmount of Gain or (Loss) Recognized in AOCI on DerivativeAmount of Gain or (Loss) Recognized in AOCI Included ComponentAmount of Gain or (Loss) Recognized in AOCI Excluded ComponentLocation of Gain or (Loss) Recognized from AOCI into IncomeAmount of Gain or (Loss) Reclassified from AOCI into IncomeAmount of Gain or (Loss) Reclassified from AOCI into Income Included ComponentAmount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component
Interest rate swapsInterest rate swaps$(1,455)$(1,455)$— Interest Income$(4,546)$(4,546)$— 
For the Nine Months Ended September 30, 2023
Amount of Gain or (Loss) Recognized in AOCI on DerivativeAmount of Gain or (Loss) Recognized in AOCI Included ComponentAmount of Gain or (Loss) Recognized in AOCI Excluded ComponentLocation of Gain or (Loss) Recognized from AOCI into IncomeAmount of Gain or (Loss) Reclassified from AOCI into IncomeAmount of Gain or (Loss) Reclassified from AOCI into Income Included ComponentAmount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component
Interest rate swaps$(5,845)$(5,845)$— Interest Income$(12,317)$(12,317)$— 

44


For the Three Months Ended September 30, 2022
Amount of Gain or (Loss) Recognized in AOCI on DerivativeAmount of Gain or (Loss) Recognized in AOCI Included ComponentAmount of Gain or (Loss) Recognized in AOCI Excluded ComponentLocation of Gain or (Loss) Recognized from AOCI into IncomeAmount of Gain or (Loss) Reclassified from AOCI into IncomeAmount of Gain or (Loss) Reclassified from AOCI into Income Included ComponentAmount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component
For the Three Months Ended March 31, 2023For the Three Months Ended March 31, 2023
Amount of Gain or (Loss) Recognized in AOCI on DerivativeAmount of Gain or (Loss) Recognized in AOCI on DerivativeAmount of Gain or (Loss) Recognized in AOCI Included ComponentAmount of Gain or (Loss) Recognized in AOCI Excluded ComponentLocation of Gain or (Loss) Recognized from AOCI into IncomeAmount of Gain or (Loss) Reclassified from AOCI into IncomeAmount of Gain or (Loss) Reclassified from AOCI into Income Included ComponentAmount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component
Interest rate swapsInterest rate swaps$(9,153)$(9,153)$— Interest Income$(1,283)$(1,283)$— 
For the Nine Months Ended September 30, 2022
Amount of Gain or (Loss) Recognized in AOCI on DerivativeAmount of Gain or (Loss) Recognized in AOCI Included ComponentAmount of Gain or (Loss) Recognized in AOCI Excluded ComponentLocation of Gain or (Loss) Recognized from AOCI into IncomeAmount of Gain or (Loss) Reclassified from AOCI into IncomeAmount of Gain or (Loss) Reclassified from AOCI into Income Included ComponentAmount of Gain or (Loss) Reclassified from AOCI into Income Excluded Component
Interest rate swaps$(26,795)$(26,795)$— Interest Income$(371)$(371)$— 

At September 30, 2023March 31, 2024 and December 31, 2022,2023, we recorded total net unrealized losses on cash flow hedges in AOCI of $15.2$8.4 million and $20.1$10.6 million, respectively.

Interest Rate Swaps: The Bank uses an interest rate swap program for commercial loan clients that provides the client with a variable-rate loan and enters into an interest rate swap in which the client receives a variable-rate payment in exchange for a fixed-rate payment. The Bank offsets its risk exposure by entering into an offsetting interest rate swap with a dealer counterparty for the same notional amount and length of term as the client interest rate swap providing the dealer counterparty with a fixed-rate payment in exchange for a variable-rate payment. These swaps do not qualify as designated hedges; therefore, each swap is accounted for as a freestanding derivative.

Risk Participation Agreements: In conjunction with the purchase or sale of participating interests in loans, the Company also participates in related swaps through risk participation agreements. The existing credit derivatives resulting from these participations are not designated as hedges as they are not used to manage interest rate risk in the Company’s assets or liabilities and are not speculative.

Mortgage Loan Commitments: The Company sells originated one- to four-family mortgage loans into the secondary mortgage loan markets. During the period of loan origination and prior to the sale of the loans into the secondary market, the Company has exposure to movements in interest rates associated with written interest rate lock commitments with potential borrowers to originate one- to four-family loans that are intended to be sold and for closed one- to four-family mortgage loans held for sale for which fair value accounting has been elected, that are awaiting sale and delivery into the secondary market. The Company economically hedges the risk of changing interest rates associated with these mortgage loan commitments by entering into forward sales contracts to sell one- to four-family mortgage loans or mortgage-backed securities to broker/dealers at specific prices and dates.

Gains (losses) recognized in income within mortgage banking operations on non-designated hedging instruments for the three and nine months ended September 30,March 31, 2024 and 2023, and 2022, were as follows (in thousands):
Three Months Ended March 31,
Three Months Ended March 31,
Three Months Ended March 31,
2024
2024
2024
Three Months Ended
September 30,
Nine Months Ended
September 30,
Mortgage loan commitments
2023202220232022
Mortgage loan commitments
Mortgage loan commitmentsMortgage loan commitments$(165)$(472)$65 $(1,582)
Forward sales contractsForward sales contracts522 682 601 681 
Forward sales contracts
Forward sales contracts
$
$357 $210 $666 $(901)
$
$

The Company is exposed to credit-related losses in the event of nonperformance by the counterparty to these agreements. Credit risk of the financial contract is controlled through the credit approval, limits, and monitoring procedures and management does not expect the counterparties to fail their obligations.

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In connection with the interest rate swaps between the Bank and the dealer counterparties, the agreements contain a provision where if the Bank fails to maintain its status as a well/adequately capitalized institution, then the counterparty could terminate the derivative positions and the Bank would be required to settle its obligations. Similarly, the Bank could be required to settle its obligations under certain of its agreements if specific regulatory events occur, such as a publicly issued prompt corrective action directive, cease and desist order, or a capital maintenance agreement that required the Bank to maintain a specific capital level. If the Bank had breached any of these provisions at September 30, 2023March 31, 2024 or December 31, 2022,2023, it could have been required to settle its obligations under the agreements at the termination value. As of September 30, 2023March 31, 2024 and December 31, 2022,2023, the Company had no obligations to dealer counterparties related to these agreements. The Company generally posts collateral against derivative liabilities in the form of cash, government agency-issued bonds, mortgage-backed securities, or commercial mortgage-backed securities. Collateral posted against derivative liabilities was $19.3$17.7 million and $22.2$15.0 million as of September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively. The collateral posted included restricted cash of $18.3$16.7 million and $15.9$14.0 million as of September 30,March 31, 2024 and 2023, and 2022, respectively.

Derivative assets and liabilities are recorded at fair value on the balance sheet. Master netting agreements allow the Company to settle all derivative contracts held with a single counterparty on a net basis and to offset net derivative positions with related collateral where applicable. In addition, some interest rate swap derivatives between the Company and the dealer counterparties are cleared through central clearing houses. These clearing houses characterize the variation margin payments as settlements of the derivative’s market exposure and not as collateral. The variation margin is treated as an adjustment to our cash collateral, as well as a corresponding adjustment to our derivative liability. The variation margin adjustment was a positive adjustment of $918,000$5.0 million and a negative adjustment of $8.7 million$529,000 as of September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively.

The following tables present additional information related to the Company’s derivative contracts, by type of financial instrument, as of September 30, 2023March 31, 2024 and December 31, 20222023 (in thousands):
September 30, 2023
Gross Amounts of Financial Instruments Not Offset in the Consolidated Statements of Financial Condition
Gross Amounts RecognizedAmounts offset
in the Statement
of Financial Condition
Net Amounts
in the Statement
of Financial Condition
Netting Adjustment Per Applicable Master Netting AgreementsFair Value
of Financial Collateral
in the Statement
of Financial Condition
Net Amount
March 31, 2024March 31, 2024
Gross Amounts of Financial Instruments Not Offset in the Consolidated Statement of Financial Condition
Gross Amounts Recognized
Gross Amounts Recognized
Gross Amounts RecognizedAmounts offset
in the Statement
of Financial Condition
Net Amounts
in the Statement
of Financial Condition
Netting Adjustment Per Applicable Master Netting AgreementsFair Value
of Financial Collateral
in the Statement
of Financial Condition
Net Amount
Derivative assetsDerivative assets
Interest rate swapsInterest rate swaps$43,821 $(20,012)$23,809 $— $— $23,809 
$43,821 $(20,012)$23,809 $— $— $23,809 
Interest rate swaps
Interest rate swaps
$
Derivative liabilitiesDerivative liabilities
Derivative liabilities
Derivative liabilities
Interest rate swapsInterest rate swaps$65,032 $(19,094)$45,938 $— $(17,408)$28,530 
Interest rate swaps
Interest rate swaps
$
$65,032 $(19,094)$45,938 $— $(17,408)$28,530 
December 31, 2022
Gross Amounts of Financial Instruments Not Offset in the Consolidated Statements of Financial Condition
Gross Amounts RecognizedAmounts offset
in the Statement
of Financial Condition
Net Amounts
in the Statement
of Financial Condition
Netting Adjustment Per Applicable Master Netting AgreementsFair Value
of Financial Collateral
in the Statement
of Financial Condition
Net Amount
December 31, 2023
December 31, 2023
December 31, 2023
Gross Amounts of Financial Instruments Not Offset in the Consolidated Statement of Financial Condition
Gross Amounts Recognized
Gross Amounts Recognized
Gross Amounts RecognizedAmounts offset
in the Statement
of Financial Condition
Net Amounts
in the Statement
of Financial Condition
Netting Adjustment Per Applicable Master Netting AgreementsFair Value
of Financial Collateral
in the Statement
of Financial Condition
Net Amount
Derivative assetsDerivative assets
Interest rate swapsInterest rate swaps$37,119 $(17,780)$19,339 $— $— $19,339 
$37,119 $(17,780)$19,339 $— $— $19,339 
Interest rate swaps
Interest rate swaps
$
Derivative liabilitiesDerivative liabilities
Derivative liabilities
Derivative liabilities
Interest rate swapsInterest rate swaps$63,634 $(26,484)$37,150 $— $(14,972)$22,178 
$63,634 $(26,484)$37,150 $— $(14,972)$22,178 
Interest rate swaps
Interest rate swaps
$

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

Executive Overview

Banner is a bank holding company incorporated in the State of Washington, which wholly owns one subsidiary bank, Banner Bank. The Bank is a Washington-chartered commercial bank that conducts business from its main office in Walla Walla, Washington and, as of September 30, 2023,March 31, 2024, it had 135 branch offices and 1813 loan production offices located in Washington, Oregon, California, Idaho and Utah.  Banner is subject to regulation by the Federal Reserve.  The Bank is subject to regulation by the Washington DFI and the FDIC.  As of September 30, 2023,March 31, 2024, we had total consolidated assets of $15.51$15.52 billion, total loans of $10.61$10.87 billion, total deposits of $13.17$13.16 billion and total shareholders’ equity of $1.52$1.66 billion.

The Bank is a regional bank that offers a wide variety of commercial banking services and financial products to individuals, businesses and public sector entities in its primary market areas.  The Bank’s primary business is that of traditional banking institutions, accepting deposits and originating loans in locations surrounding our offices in Washington, Oregon, California, Idaho and Utah.  The Bank is also an active participant in secondary loan markets, engaging in mortgage banking operations largely through the origination and sale of one- to four-family residential loans.  In 2023, the Bank discontinued the origination of multifamily loans for sale into the secondary market.  Lending activities include commercial business and commercial real estate loans, agriculture business loans, construction and land development loans, one- to four-family and multifamily residential loans, SBA loans and consumer loans.

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

ThirdFirst Quarter 20232024 Financial Highlights
Revenues increased 2% to $154.4were $144.6 million for the first quarter of 2024, compared to $150.9$152.5 million in the preceding quarter.
Adjusted revenue* (the total of net interest income and total non-interest income adjusted for the net gain or loss on the sale of securities and the net change in valuation of financial instruments) was $150.4 million in the first quarter of 2024, compared to $157.1 million in the preceding quarter.
Net interest income decreased 1% to $141.8was $133.0 million in the thirdfirst quarter of 2023,2024, compared to $142.5$138.4 million in the preceding quarter.
Net interest margin, on a tax equivalent basis, was 3.93%3.74%, compared to 4.00%3.83% in the preceding quarter.
Mortgage banking operations revenue increased 22% to $2.0was $2.3 million for the first quarter of 2024, compared to $1.7$5.4 million in the preceding quarter.
Return on average assets was 1.17%0.97%, compared to 1.02%1.09% in the preceding quarter.
Net loans receivable increased 1% to $10.46$10.72 billion at September 30, 2023,March 31, 2024, compared to $10.33$10.66 billion at June 30,December 31, 2023.
Non-performing assets decreased to $26.8were $29.9 million, or 0.17%0.19% of total assets, at September 30, 2023,March 31, 2024, compared to $28.7$30.1 million, or 0.18%0.19% of total assets at June 30,December 31, 2023.
The allowance for credit losses - loans was $147.0$151.1 million, or 1.38%1.39% of total loans receivable, as of September 30, 2023,March 31, 2024, compared to $144.7$149.6 million, or 1.38% of total loans receivable, at June 30,December 31, 2023.
Total deposits increased to $13.17$13.16 billion at September 30, 2023,March 31, 2024, compared to $13.10$13.03 billion at June 30, 2023.
Core deposits (non-interest-bearing and interest-bearing transaction and savings accounts) decreased to $11.72 billion at September 30, 2023, compared to $11.74 billion at June 30,December 31, 2023. Core deposits represented 89% of total deposits at September 30, 2023.March 31, 2024.
TheBanner Bank’s estimated uninsured deposits were approximately 31% of total deposits at both September 30, 2023March 31, 2024 and June 30,December 31, 2023.
TheBanner Bank’s estimated uninsured deposits, excluding collateralized public deposits and affiliate deposits, were approximately 28% of total deposits at both September 30, 2023March 31, 2024 and June 30,December 31, 2023.
Available borrowing capacity was $4.62$5.05 billion at September 30, 2023,March 31, 2024, compared to $4.02$4.65 billion at June 30,December 31, 2023.
On balance sheet liquidity was $2.86$2.77 billion at September 30, 2023,March 31, 2024, compared to $3.07$2.93 billion at June 30,December 31, 2023.
Dividends paid to shareholders were $0.48 per share in the quarter ended September 30, 2023.March 31, 2024.
Common shareholders’ equity per share decreasedincreased 1% to $44.27$48.39 at September 30, 2023,March 31, 2024, compared to $44.91$48.12 at the preceding quarter end.
Tangible common shareholders’ equity per share* decreased 2%increased 1% to $33.22$37.40 at September 30, 2023,March 31, 2024, compared to $33.83$37.09 at the preceding quarter end.

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

Adjusted revenue, adjusted diluted adjusted earnings per share, adjusted return on average assets, adjusted return on average equity and adjusted efficiency ratio are non-GAAP financial measures. To calculate the adjusted revenue, diluted adjusted earnings per share and adjusted efficiency ratio,these non-GAAP measures, we make adjustments to our GAAP revenues and expenses as reported on our Consolidated Statements of Operations. Management believes that these non-GAAP financial measures provide information to investors that is useful in evaluating the operating performance and trends of financial services companies, including the Company (dollars in thousands except per share data).
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Quarters EndedFor the Nine Months Ended
September 30,
Sep 30, 2023Jun 30, 2023Sep 30, 202220232022
Quarters Ended
Quarters Ended
Quarters Ended
Mar 31, 2024
Mar 31, 2024
Mar 31, 2024
ADJUSTED REVENUE
ADJUSTED REVENUE
ADJUSTED REVENUEADJUSTED REVENUE
Net interest income (GAAP)Net interest income (GAAP)$141,766 $142,518 $146,443 $437,596 $394,108 
Net interest income (GAAP)
Net interest income (GAAP)
Non-interest income (GAAP)
Non-interest income (GAAP)
Non-interest income (GAAP)Non-interest income (GAAP)12,658 8,422 15,585 30,357 62,185 
Total revenue (GAAP)Total revenue (GAAP)154,424 150,940 162,028 467,953 456,293 
Exclude: Net loss (gain) on sale of securities2,657 4,527 (6)14,436 (473)
Total revenue (GAAP)
Total revenue (GAAP)
Exclude: Net loss on sale of securities
Exclude: Net loss on sale of securities
Exclude: Net loss on sale of securities
Net change in valuation of financial instruments carried at fair valueNet change in valuation of financial instruments carried at fair value654 3,151 (532)4,357 (650)
Gain on sale of branches— — — — (7,804)
Adjusted Revenue (non-GAAP)$157,735 $158,618 $161,490 $486,746 $447,366 
Net change in valuation of financial instruments carried at fair value
Net change in valuation of financial instruments carried at fair value
Adjusted revenue (non-GAAP)
Adjusted revenue (non-GAAP)
Adjusted revenue (non-GAAP)
Quarters Ended
Quarters Ended
Quarters Ended
Mar 31, 2024
Mar 31, 2024
Mar 31, 2024
ADJUSTED EARNINGS
ADJUSTED EARNINGS
ADJUSTED EARNINGS
Net income (GAAP)
Net income (GAAP)
Net income (GAAP)
Exclude: Net loss on sale of securities
Exclude: Net loss on sale of securities
Exclude: Net loss on sale of securities
Net change in valuation of financial instruments carried at fair value
Net change in valuation of financial instruments carried at fair value
Net change in valuation of financial instruments carried at fair value
Quarters EndedFor the Nine Months Ended
September 30,
Sep 30, 2023Jun 30, 2023Sep 30, 202220232022
ADJUSTED EARNINGS
Net income (GAAP)$45,854 $39,591 $49,070 $141,000 $140,998 
Exclude: Net loss (gain) on sale of securities2,657 4,527 (6)14,436 (473)
Net change in valuation of financial instruments carried at fair value654 3,151 (532)4,357 (650)
Banner Forward expenses(1)
Gain on sale of branches— — — — (7,804)
Banner Forward expenses(1)
Banner Forward expenses(1)
996 195 411 1,334 4,455 
Loss on extinguishment of debt— — — — 793 
Related net tax (benefit) expense(1,033)(1,890)31 (4,830)883 
Banner Forward expenses(1)
Related net tax benefit
Related net tax benefit
Related net tax benefit
Total adjusted earnings (non-GAAP)
Total adjusted earnings (non-GAAP)
Total adjusted earnings (non-GAAP)Total adjusted earnings (non-GAAP)$49,128 $45,574 $48,974 $156,297 $138,202 
Diluted earnings per share (GAAP)Diluted earnings per share (GAAP)$1.33 $1.15 $1.43 $4.09 $4.09 
Diluted adjusted earnings per share (non-GAAP)$1.43 $1.32 $1.42 $4.54 $4.01 
Diluted earnings per share (GAAP)
Diluted earnings per share (GAAP)
Adjusted diluted earnings per share (non-GAAP)
Adjusted diluted earnings per share (non-GAAP)
Adjusted diluted earnings per share (non-GAAP)
Return on average assets
Return on average assets
Return on average assets
Adjusted return on average assets (2)
Adjusted return on average assets (2)
Adjusted return on average assets (2)
Return on average equity
Return on average equity
Return on average equity
Adjusted return on average equity (3)
Adjusted return on average equity (3)
Adjusted return on average equity (3)
Quarters EndedFor the Nine Months Ended
September 30,
Sep 30, 2023Jun 30, 2023Sep 30, 202220232022
Quarters Ended
Quarters Ended
Quarters Ended
Mar 31, 2024
Mar 31, 2024
Mar 31, 2024
ADJUSTED EFFICIENCY RATIOADJUSTED EFFICIENCY RATIO
ADJUSTED EFFICIENCY RATIO
ADJUSTED EFFICIENCY RATIO
Non-interest expense (GAAP)
Non-interest expense (GAAP)
Non-interest expense (GAAP)Non-interest expense (GAAP)$95,891 $95,405 $95,034 $285,917 $278,282 
Exclude: Banner Forward expenses(1)
Exclude: Banner Forward expenses(1)
(996)(195)(411)(1,334)(4,455)
Exclude: Banner Forward expenses (1)
Exclude: Banner Forward expenses (1)
CDI amortization
CDI amortization
CDI amortizationCDI amortization(857)(991)(1,215)(2,898)(4,064)
State and municipal tax expenseState and municipal tax expense(1,359)(1,229)(1,223)(3,888)(3,389)
State and municipal tax expense
State and municipal tax expense
REO operationsREO operations383 (75)(68)585 132 
Loss on extinguishment of debt— — — — (793)
REO operations
REO operations
Adjusted non-interest expense (non-GAAP)
Adjusted non-interest expense (non-GAAP)
Adjusted non-interest expense (non-GAAP)Adjusted non-interest expense (non-GAAP)$93,062 $92,915 $92,117 $278,382 $265,713 
Net interest income (GAAP)Net interest income (GAAP)$141,766 $142,518 $146,443 $437,596 $394,108 
Net interest income (GAAP)
Net interest income (GAAP)
Non-interest income (GAAP)
Non-interest income (GAAP)
Non-interest income (GAAP)Non-interest income (GAAP)12,658 8,422 15,585 30,357 62,185 
Total revenue (GAAP)Total revenue (GAAP)154,424 150,940 162,028 467,953 456,293 
Exclude: Net loss (gain) on sale of securities2,657 4,527 (6)14,436 (473)
Total revenue (GAAP)
Total revenue (GAAP)
Exclude: Net loss on sale of securities
Exclude: Net loss on sale of securities
Exclude: Net loss on sale of securities
Net change in valuation of financial instruments carried at fair valueNet change in valuation of financial instruments carried at fair value654 3,151 (532)4,357 (650)
Gain on sale of branches— — — — (7,804)
Net change in valuation of financial instruments carried at fair value
Net change in valuation of financial instruments carried at fair value
Adjusted revenue (non-GAAP)
Adjusted revenue (non-GAAP)
Adjusted revenue (non-GAAP)Adjusted revenue (non-GAAP)$157,735 $158,618 $161,490 $486,746 $447,366 
Efficiency ratio (GAAP)Efficiency ratio (GAAP)62.10 %63.21 %58.65 %61.10 %60.99 %
Adjusted efficiency ratio (non-GAAP)59.00 %58.58 %57.04 %57.19 %59.39 %
Efficiency ratio (GAAP)
Efficiency ratio (GAAP)
Adjusted efficiency ratio (non-GAAP) (4)
Adjusted efficiency ratio (non-GAAP) (4)
Adjusted efficiency ratio (non-GAAP) (4)
(1)Included in miscellaneous expenses in the Consolidated Statement of Operations.
(2)Adjusted earnings (non-GAAP) divided by average assets.
(3)Adjusted earnings (non-GAAP) divided by average equity.
(4)Adjusted non-interest expense (non-GAAP) divided by adjusted revenue.

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The ratio of tangible common shareholders’ equity to tangible assets is also a non-GAAP financial measure. We calculate tangible common equity by excluding goodwill and other intangible assets from shareholders’ equity. We calculate tangible assets by excluding the balance of goodwill and other intangible assets from total assets. We believe that this is consistent with the treatment by our bank regulatory agencies, which exclude goodwill and other intangible assets from the calculation of risk-based capital ratios. Management believes that this non-GAAP financial measure provides information to investors that is useful in understanding the basis of our capital position (dollars in thousands except share and per share data).
TANGIBLE COMMON SHAREHOLDERS’ EQUITY TO TANGIBLE ASSETSTANGIBLE COMMON SHAREHOLDERS’ EQUITY TO TANGIBLE ASSETS
September 30, 2023December 31, 2022September 30, 2022
March 31, 2024
March 31, 2024
March 31, 2024December 31, 2023March 31, 2023
Shareholders’ equity (GAAP)Shareholders’ equity (GAAP)$1,520,607 $1,456,432 $1,408,659 
Exclude goodwill and other intangible assets, net Exclude goodwill and other intangible assets, net379,663 382,561 383,776 
Tangible common shareholders’ equity (non-GAAP)
Tangible common shareholders’ equity (non-GAAP)
Tangible common shareholders’ equity (non-GAAP)Tangible common shareholders’ equity (non-GAAP)$1,140,944 $1,073,871 $1,024,883 
Total assets (GAAP)Total assets (GAAP)$15,507,880 $15,833,431 $16,360,809 
Exclude goodwill and other intangible assets, net Exclude goodwill and other intangible assets, net379,663 382,561 383,776 
Total tangible assets (non-GAAP)Total tangible assets (non-GAAP)$15,128,217 $15,450,870 $15,977,033 
Common shareholders’ equity to total assets (GAAP)Common shareholders’ equity to total assets (GAAP)9.81 %9.20 %8.61 %Common shareholders’ equity to total assets (GAAP)10.73 %10.55 %9.86 %
Tangible common shareholders’ equity to tangible assets (non-GAAP)Tangible common shareholders’ equity to tangible assets (non-GAAP)7.54 %6.95 %6.41 %Tangible common shareholders’ equity to tangible assets (non-GAAP)8.50 %8.33 %7.59 %
TANGIBLE COMMON SHAREHOLDERS’ EQUITY PER SHARETANGIBLE COMMON SHAREHOLDERS’ EQUITY PER SHARE
TANGIBLE COMMON SHAREHOLDERS’ EQUITY PER SHARE
TANGIBLE COMMON SHAREHOLDERS’ EQUITY PER SHARE
Tangible common shareholders’ equity (non-GAAP)
Tangible common shareholders’ equity (non-GAAP)
Tangible common shareholders’ equity (non-GAAP)Tangible common shareholders’ equity (non-GAAP)$1,140,944 $1,073,871 $1,024,883 
Common shares outstanding at end of periodCommon shares outstanding at end of period34,345,949 34,194,018 34,191,759 
Common shareholders’ equity (book value) per share (GAAP)Common shareholders’ equity (book value) per share (GAAP)$44.27 $42.59 $41.20 
Tangible common shareholders’ equity (tangible book value) per share (non-GAAP)Tangible common shareholders’ equity (tangible book value) per share (non-GAAP)$33.22 $31.41 $29.97 

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

Summary of Critical Accounting Estimates

Our critical accounting estimates are described in detail in the Critical Accounting Estimates section of the 20222023 Form 10-K. The condensed consolidated financial statements are prepared in conformity with GAAP and follow general practices within the financial services industry in which the Company operates. This preparation requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements. As this information changes, actual results could differ from the estimates, assumptions, and judgments reflected in the financial statements. Certain estimates inherently have a greater reliance on the use of assumptions and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Management believes that the allowance for credit losses and fair value goodwill, income taxes and deferred tax assets and legal contingencies are important to the portrayal of the Company’s financial condition and results of operations and requiresrequire significant judgements and assumptions which are susceptible to significant changes based on the current environment. There have been no significant changes in our application of critical accounting estimates since December 31, 2022.2023.

Comparison of Financial Condition at September 30, 2023March 31, 2024 and December 31, 20222023

General:  Total assets decreased $325.6$152.1 million to $15.51$15.52 billion at September 30, 2023,March 31, 2024, from $15.83$15.67 billion at December 31, 2022.2023. The decrease compared to the prior quarter was primarily due to $300.0 million of reverse repurchase agreements maturing as well as the sale of securities during 2023,and normal cash flows from the security portfolio, partially offset by loan growth.

Loans and lending: Loans are our most significant and generally highest yielding earning assets. We attempt to maintain a total loans to total deposits ratio at a level designed to enhance our revenues, while adhering to sound underwriting practices and appropriate diversification guidelines in order to maintain a moderate risk profile. Our loan to deposit ratio at September 30, 2023March 31, 2024 was 81%83%. We offer a wide range of loan products to meet the demands of our clients. Our lending activities are primarily directed toward the origination of real estate and commercial loans. Total loans receivable (gross loans less deferred fees and discounts and excluding loans held for sale) increased $464.7$58.6 million at September 30, 2023,March 31, 2024, compared to December 31, 2022,2023, primarily reflecting increased one-to-four family residential loans, multifamily construction loans, and home equity revolving lines of credit, partially offset by decreased one-to-four family construction loans and total commercial real estate and multifamily construction.loans. At September 30, 2023,March 31, 2024, our loans receivable totaled $10.61$10.87 billion compared to $10.15$10.81 billion at December 31, 2022.2023.

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The following table sets forth the composition of the Company’s loans receivable by type of loan as of the dates indicated (dollars in thousands):
Percentage Change
Sep 30, 2023Dec 31, 2022Sep 30, 2022Year EndPrior Year Qtr.
Percentage ChangePercentage Change
Mar 31, 2024Mar 31, 2024Dec 31, 2023Mar 31, 2023Year EndPrior Year Qtr.
Commercial real estate:Commercial real estate:
Owner-occupied
Owner-occupied
Owner-occupiedOwner-occupied$911,540 $845,320 $862,792 7.8 %5.7 %$905,063 $$915,897 $$865,705 (1.2)(1.2)%4.5 %
Investment propertiesInvestment properties1,530,087 1,589,975 1,604,881 (3.8)(4.7)
Small balance CRESmall balance CRE1,169,828 1,200,251 1,188,351 (2.5)(1.6)
Total Commercial real estateTotal Commercial real estate3,611,455 3,635,546 3,656,024 (0.7)(1.2)
Multifamily real estateMultifamily real estate766,571 645,071 592,834 18.8 29.3 
Construction, land and land development:Construction, land and land development:
Commercial constructionCommercial construction168,061 184,876 171,029 (9.1)(1.7)
Commercial construction
Commercial construction
Multifamily constructionMultifamily construction453,129 325,816 275,488 39.1 64.5 
One- to four-family constructionOne- to four-family construction536,349 647,329 666,350 (17.1)(19.5)
Land and land developmentLand and land development346,362 328,475 329,459 5.4 5.1 
Total Construction, land and land developmentTotal Construction, land and land development1,503,901 1,486,496 1,442,326 1.2 4.3 
Commercial business:Commercial business:
Commercial businessCommercial business1,263,747 1,283,407 1,242,550 (1.5)1.7 
Commercial business
Commercial business
Small business scoredSmall business scored1,000,714 947,092 906,647 5.7 10.4 
Total Commercial businessTotal Commercial business2,264,461 2,230,499 2,149,197 1.5 5.4 
Agricultural business, including secured by farmlandAgricultural business, including secured by farmland334,626 295,077 299,400 13.4 11.8 
Agricultural business, including secured by farmland
Agricultural business, including secured by farmland
One- to four-family residentialOne- to four-family residential1,438,694 1,173,112 1,025,143 22.6 40.3 
One- to four-family residential
One- to four-family residential
Consumer:Consumer:
Consumer—home equity revolving lines of credit
Consumer—home equity revolving lines of credit
Consumer—home equity revolving lines of creditConsumer—home equity revolving lines of credit579,836 566,291 545,807 2.4 6.2 
Consumer—otherConsumer—other111,873 114,632 116,365 (2.4)(3.9)
Total ConsumerTotal Consumer691,709 680,923 662,172 1.6 4.5 
Total loans receivableTotal loans receivable$10,611,417 $10,146,724 $9,827,096 4.6 %8.0 %Total loans receivable$10,869,096 $$10,810,455 $$10,160,684 0.5 0.5 %7.0 %

Our commercial real estate loans totaled $3.61 billion, or 34%33% of our loan portfolio, at September 30, 2023.March 31, 2024. In addition, multifamily real estate loans totaled $766.6$809.1 million and comprised 7% of our loan portfolio at September 30, 2023.March 31, 2024. Commercial real estate loans decreased by $24.1$26.4 million during the ninefirst three months of 2023,2024, while multifamily real estate loans increaseddecreased by $121.5$2.1 million.

Our construction, land and land development loans totaled $1.50$1.57 billion, or 14% of our loan portfolio at September 30, 2023,March 31, 2024, compared to $1.49$1.54 billion at December 31, 2022.2023. The largest shifts in our construction, land and land development portfolio occurred in multifamily and one- to four-family construction loans. Multifamily construction loans increased $127.3$69.0 million, or 39%14%, to $453.1$573.0 million at September 30, 2023,March 31, 2024, compared to December 31, 2022.2023. Multifamily construction loans represented approximately 4%5% of our total loan portfolio at September 30, 2023March 31, 2024 and iswas comprised of affordable housing projects and, to a lesser extent, market rate multifamily projects across our footprint. One- to four-family construction loans decreased $111.0$30.5 million, or 17%6%, to $536.3$495.9 million at September 30, 2023,March 31, 2024, compared to $647.3$526.4 million at December 31, 2022.2023. One- to four-family construction loans represented approximately 5% of our total loan portfolio at September 30, 2023,March 31, 2024, and included speculative construction loans, as well as “all-in-one” construction loans made to owner occupants that convert to permanent loans upon completion of the homes that, depending on market conditions, may be subsequently sold into the secondary market.

Our commercial business lending is directed toward meeting the credit and related deposit needs of various small- to medium-sized business and agribusiness borrowers operating in our primary market areas.  Our commercial and agricultural business loans increased $73.5 million, or 3%, to $2.60were $2.61 billion at September 30, 2023, compared to $2.53 billion atboth March 31, 2024 and December 31, 2022.2023. Commercial and agricultural business loans represented approximately 24% of our loan portfolio at September 30, 2023.March 31, 2024. Our commercial business lending also includes participation in certain syndicated loans, including shared national credits, which totaled $252.8$218.7 million, or 2% of our loan portfolio, at September 30, 2023,March 31, 2024, compared to $234.1$239.0 million, or 2% of our loan portfolio, at December 31, 2022.2023.

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We are active originators of one- to four-family residential loans in most communities where we have established offices in Washington, Oregon, California, Idaho and Utah. Most of the one- to four-family residential loans we originate in normal market conditions are sold in secondary markets with net gains on sales and loan servicing fees reflected in our revenues from mortgage banking operations. At September 30, 2023,March 31, 2024, one- to four-family residential loans retained in our portfolio increased $265.6$48.8 million, to $1.44$1.57 billion, compared to $1.17$1.52 billion at December 31, 2022.2023. The increase in one- to four-family residential loans was primarily the result of a higher percentage of one- to four-family construction loans converting to one- to four-family residential loans and new production being held in portfolio.loans. One- to four-family residential loans represented 14% of our loan portfolio at September 30, 2023.March 31, 2024.

Our consumer loan activity is primarily directed at meeting demand from our existing deposit clients. At September 30, 2023,March 31, 2024, consumer loans, including home equity revolving lines of credit, increased $10.8$4.2 million to $691.7$703.6 million, compared to $680.9$699.4 million at December 31, 2022.2023.

The following table shows the commitment amount for loan origination (excluding loans held for sale) activity for the three months ended September 30, 2023, June 30, 2023 and September 30, 2022, as well as the nine months ended September 30, 2023 and September 30, 2022periods indicated (in thousands):
Three Months EndedNine Months Ended
Sep 30, 2023Jun 30, 2023Sep 30, 2022Sep 30, 2023Sep 30, 2022
Mar 31, 2024
Mar 31, 2024
Mar 31, 2024
Commercial real estate
Commercial real estate
Commercial real estateCommercial real estate$62,337 $94,640 $92,062 $232,745 $300,848 
Multifamily real estateMultifamily real estate12,725 3,441 4,603 51,686 28,731 
Multifamily real estate
Multifamily real estate
Construction and landConstruction and land421,656 488,980 444,365 1,158,478 1,633,672 
Construction and land
Construction and land
Commercial business
Commercial business
Commercial businessCommercial business157,833 128,404 218,044 418,063 736,554 
Agricultural businessAgricultural business17,466 28,367 9,879 69,014 65,341 
Agricultural business
Agricultural business
One-to four- family residential
One-to four- family residential
One-to four- family residentialOne-to four- family residential43,622 52,618 92,701 130,505 275,485 
ConsumerConsumer70,043 112,555 126,940 243,486 442,752 
Consumer
Consumer
Total commitment amount for loan originations (excluding loans held for sale)Total commitment amount for loan originations (excluding loans held for sale)$785,682 $909,005 $988,594 $2,303,977 $3,483,383 
Total commitment amount for loan originations (excluding loans held for sale)
Total commitment amount for loan originations (excluding loans held for sale)

Loans held for sale decreased to $54.2$9.4 million at September 30, 2023,March 31, 2024, compared to $56.9$11.2 million at December 31, 2022,2023, as sales exceeded originations of held-for-sale loans during the ninethree months ended September 30, 2023.March 31, 2024. Originations of loans held for sale decreasedincreased to $187.1$48.4 million for the ninethree months ended September 30, 2023,March 31, 2024, compared to $376.7$39.6 million for the same period last year, primarily due to decreased refinance activity as well as an overall decrease in purchase activity for one- to four-family residential mortgage and multifamily loans due to the increase in interest rates during the current year. The volume of one- to four-family residential mortgage loans sold was $190.4$65.9 million during the ninethree months ended September 30, 2023,March 31, 2024, compared to $348.7$40.5 million in the same period a year ago. During the nine months ended September 30, 2023, we sold $7.6 million of multifamily loans, compared to $26.3 million for the same period a year ago. Loans held for sale included $40.1 million and $49.5 million of multifamily loans at September 30, 2023 and December 31, 2022, respectively, with the remaining balance in one- to four-family residential mortgage loans. In 2023, the Bank discontinued the origination of multifamily loans for sale into the secondary market.

The following table presents loans by geographic concentration at September 30, 2023, December 31, 2022 and September 30, 2022the dates indicated (dollars in thousands):
Sep 30, 2023Dec 31, 2022Sep 30, 2022Percentage Change
AmountPercentageAmountAmountYear EndPrior Year Qtr.
Mar 31, 2024Mar 31, 2024Dec 31, 2023Mar 31, 2023Percentage Change
AmountAmountPercentageAmountYear EndPrior Year Qtr.
WashingtonWashington$5,046,028 47.6 %$4,777,546 $4,648,124 5.6 %8.6 %Washington$5,091,912 46 46 %$5,095,602 $$4,808,821 (0.1)(0.1)%5.9 %
CaliforniaCalifornia2,570,175 24.2 2,484,980 2,323,740 3.4 10.6 
OregonOregon1,929,531 18.2 1,826,743 1,765,254 5.6 9.3 
IdahoIdaho600,648 5.7 565,586 588,498 6.2 2.1 
UtahUtah57,711 0.5 75,967 95,250 (24.0)(39.4)
OtherOther407,324 3.8 415,902 406,230 (2.1)0.3 
Total loans receivableTotal loans receivable$10,611,417 100.0 %$10,146,724 $9,827,096 4.6 %8.0 %Total loans receivable$10,869,096 100 100 %$10,810,455 $$10,160,684 0.5 0.5 %7.0 %

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Investment Securities: Total securities decreased $539.9$149.6 million to $3.40$3.28 billion at September 30, 2023,March 31, 2024, from $3.94$3.43 billion at December 31, 2022,2023, primarily due to $300.0 million of reverse repurchase agreements maturing as well as the sale of securities.securities sales, paydowns and maturities. Securities sales, paydowns and maturities exceeded purchases during the nine-monththree-month period ended September 30, 2023.March 31, 2024. Purchases during the ninethree months ended September 30, 2023,March 31, 2024, consisted primarily of state and local government obligations and agency commercial mortgage-backed securities. The average effective duration of the Company’s securities portfolio was 6.86.6 years at September 30, 2023,March 31, 2024, compared to 6.5 years at December 31, 2022. Net fair value adjustments to the portfolio of securities held for trading, which were included in net income, were a loss of $3.4 million for the nine months ended September 30, 2023. In addition, fairFair value adjustments for securities designated as available-for-sale decreased $71.7$21.8 million for the ninethree months ended September 30, 2023,March 31, 2024, which was included, net of the associated tax benefit of $17.2$5.2 million, as a component of other comprehensive income, and largely occurred as a result of increases in market interest rates during the ninethree months ended September 30, 2023. We also recorded a 750,000 provision for credit losses on the available for sale securities portfolio for the nine months ended September 30, 2023, related to an investment in subordinated debt. The Company held no securities purchased under resell agreements at September 30, 2023, compared to $300.0 million at DecemberMarch 31, 2022. The decrease in securities purchased under resell agreements was due to $300.0 million of reverse repurchase agreements maturing during the nine months ended September 30, 2023.2024.

Deposits: Deposits, client retail repurchase agreements and loan repayments are the major sources of our funds for lending and other investment purposes. We compete with other financial institutions and financial intermediaries in attracting deposits and we generally attract deposits within our primary market areas. Much of the focus of our branch strategy and marketing efforts over the last several years have been directed toward attracting additional deposit client relationships and balances. This effort has been particularly directed towards emphasizing core deposit activity in non-interest-bearing and other transaction and savings accounts. Despite rate sensitive deposits shifting out of non-interest bearing deposits during 2023 due to clients seeking higher yields on their deposits, our strategy of focusing on relationship banking remains intact.

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The following table sets forth the Company’s deposits by type of deposit account as of the dates indicated (dollars in thousands):
Percentage Change
Sep 30, 2023Dec 31, 2022Sep 30, 2022Year EndPrior Year Qtr.
Percentage ChangePercentage Change
Mar 31, 2024Mar 31, 2024Dec 31, 2023Mar 31, 2023Year EndPrior Year Qtr.
Non-interest-bearingNon-interest-bearing$5,197,854 $6,176,998 $6,507,523 (15.9)%(20.1)%Non-interest-bearing$4,699,553 $$4,792,369 $$5,764,009 (1.9)(1.9)%(18.5)%
Interest-bearing checkingInterest-bearing checking2,006,866 1,811,153 1,856,244 10.8 8.1 
Regular savings accountsRegular savings accounts2,751,453 2,710,090 2,824,711 1.5 (2.6)
Money market accountsMoney market accounts1,760,066 2,198,288 2,323,844 (19.9)(24.3)
Interest-bearing transaction & savings accountsInterest-bearing transaction & savings accounts6,518,385 6,719,531 7,004,799 (3.0)(6.9)
Total core depositsTotal core deposits11,716,239 12,896,529 13,512,322 (9.2)(13.3)
Interest-bearing certificatesInterest-bearing certificates1,458,313 723,530 721,944 101.6 102.0 
Total depositsTotal deposits$13,174,552 $13,620,059 $14,234,266 (3.3)%(7.4)%Total deposits$13,158,771 $$13,029,497 $$13,154,202 1.0 1.0 %— %

Total deposits decreased $445.5increased $129.3 million at March 31, 2024, compared to December 31, 2022,2023, with core deposits decreasing $1.18 billion,increasing $120.9 million and certificates of deposit increasing $8.4 million. The increase in core deposits was primarily due to increases in savings accounts. Certificates of deposit increased 1% at March 31, 2024, compared to December 31, 2023, reflecting higher rates attracting clients to these deposit types, partially offset by a $734.8 million increase in certificates of deposit. The decline in deposits during the nine months of 2023 was primarily due to interest rate sensitive clients moving a portion of their non-operating deposit balances to higher yielding investments. Certificates of deposit increased 102% at September 30, 2023, compared to December 31, 2022, reflecting increasing rates attracting customers to these deposit types and a $162.9 million increase$531,000 decrease in brokered deposits. We had $162.9$107.5 million of brokered deposits at September 30, 2023,March 31, 2024, compared to none$108.1 million at December 31, 2022.2023. Core deposits represented 89% and 95% of total deposits at September 30, 2023both March 31, 2024 and December 31, 2022,2023, respectively. Competition for deposits in our market areas remains strong.

The Bank’s estimated uninsured deposits were $4.08 billion or 31% of total deposits at September 30, 2023, compared to $4.84 billion or 35% of total deposits at December 31, 2022. The estimated uninsured deposit calculation includes $300.2 million and $304.2 million of collateralized public deposits at September 30, 2023 and December 31, 2022, respectively. Estimated uninsured deposits also include cash held by the Company of $97.8 million and $77.2 million at September 30, 2023 and December 31, 2022, respectively. The Bank’s estimated uninsured deposits, excluding collateralized public deposits and cash held at the holding company, were 28% of total deposits at September 30, 2023, compared to 33% of total deposits at December 31, 2022.

The following table sets forth the number and average account balance of the Company’s deposit accounts as of the dates indicated (dollars in thousands):
Sep 30, 2023Dec 31, 2022Sep 30, 2022
Mar 31, 2024
Mar 31, 2024
Mar 31, 2024Dec 31, 2023Mar 31, 2023
Number of deposit accountsNumber of deposit accounts466,159471,140477,082Number of deposit accounts461,399463,750462,880
Average account balance per accountAverage account balance per account$28 $29 $30 

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The following table presents deposits by geographic concentration at September 30, 2023, December 31, 2022 and September 30, 2022the dates indicated (dollars in thousands):
Sep 30, 2023Dec 31, 2022Sep 30, 2022Percentage Change
AmountPercentageAmountAmountYear EndPrior Year Qtr.
Mar 31, 2024Mar 31, 2024Dec 31, 2023Mar 31, 2023Percentage Change
AmountAmountPercentageAmountAmountYear EndPrior Year Qtr.
WashingtonWashington$7,241,341 55.0 %$7,563,056 $7,845,755 (4.3)%(7.7)%Washington$7,258,785 55 55 %$7,247,392 $$7,237,499 0.2 0.2 %0.3 %
OregonOregon2,918,446 22.1 2,998,572 3,148,520 (2.7)(7.3)
CaliforniaCalifornia2,342,345 17.8 2,331,524 2,493,977 0.5 (6.1)
IdahoIdaho672,420 5.1 726,907 746,014 (7.5)(9.9)
Total depositsTotal deposits$13,174,552 100.0 %$13,620,059 $14,234,266 (3.3)%(7.4)%
Total deposits
Total deposits$13,158,771 100 %$13,029,497 $13,154,202 1.0 %— %

Borrowings: We had $140.0$52.0 million of FHLB advances at September 30, 2023,March 31, 2024, compared to $50.0$323.0 million at December 31, 2022.2023, reflecting paydowns of the FHLB advances due to cash flows from the security portfolio and an increase in core deposits. At September 30, 2023, Banner’sMarch 31, 2024, the Company’s off-balance sheet liquidity included additional borrowing capacity of $2.98$3.27 billion at the FHLB and $1.52$1.66 billion at the Federal Reserve as well as federal funds line of credit agreements with other financial institutions of $125.0 million. Other borrowings, consisting of retail repurchase agreements primarily related to client cash management accounts, decreased $44.4 million, or 19%,increased $464,000 to $188.4$183.3 million at September 30, 2023,March 31, 2024, compared to $232.8$182.9 million at December 31, 2022.2023. Junior subordinated debentures totaled $66.3$66.6 million at September 30, 2023,March 31, 2024, compared to $74.9$66.4 million at December 31, 2022.2023. Subordinated notes, net of issuance costs were $92.7$89.5 million at September 30, 2023,March 31, 2024, compared to $98.9$92.9 million at December 31, 2022.2023. The decrease in subordinated notes was primarily due to Banner Bank’s purchase of $6.5$3.5 million of Banner’s subordinated debt during the secondfirst quarter of 2023.2024.

Shareholders’ Equity: Total shareholders’ equity increased $64.2$11.8 million to $1.52$1.66 billion at September 30, 2023,March 31, 2024, as compared to $1.46$1.65 billion at December 31, 2022.2023. The increase in shareholders’ equity was primarily due to a $91.0$20.8 million increase in retained earnings as a result of $141.0$37.6 million in net income, partially offset by the accrual of cash dividends during the ninethree months ended September 30, 2023.March 31, 2024. In addition, AOCI decreasedaccumulated other comprehensive loss increased by $30.1$10.3 million, primarily due to an increase in the unrealized losses on the security portfolio. There were no shares of common stock repurchased during the ninethree months ended September 30, 2023.March 31, 2024. Tangible common shareholders’ equity, which excludes goodwill and other intangible assets and is a non-GAAP financial measure, increased $67.1$12.5 million to $1.14$1.29 billion, or 7.54%8.50% of tangible assets at September 30, 2023,March 31, 2024, compared to $1.07$1.27 billion, or 6.95%8.33% of tangible assets at December 31, 2022.2023. A reconciliation of this non-GAAP financial measure to its comparable GAAP financial measure is presented above following ThirdFirst Quarter 20232024 Highlights.

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Comparison of Results of Operations for the Three Months Ended September 30,March 31, 2024, December 31, 2023 and June 30,March 31, 2023 and the Nine Months Ended September 30, 2023 and 2022

For the quarter ended September 30, 2023,March 31, 2024, net income was $45.9$37.6 million, or $1.33$1.09 per diluted share, compared to $39.6$42.6 million, or $1.15$1.24 per diluted share, for the preceding quarter. For bothquarter and $55.6 million, or $1.61 per diluted share, for the ninethree months ended September 30, 2023 and 2022, our net income was $141.0 million, or $4.09 per diluted share.March 31, 2023. The increasedecrease in net income for the current quarter compared to the preceding quarter was primarily due to decreased net interest income and non-interest income and increased non-interest expense, partially offset by a reduction in thereduced provision for credit losses and an increase in non-interest income, partially offset by decreased net interest income.losses. The decrease in net interest income was a result of an increase in funding costs due to an increase inreflecting the mix of higher cost retail certificates of deposit and the effect of markethigh interest rate increases on deposit costs,environment, partially offset by increased yields on loans due to the risingnew loans being originated at higher interest rates during the quarter. Ourrates. The decrease in net income for the nine months ended September 30, 2023, included increasedsame period a year ago was primarily due to decreased net interest income, partially offset by a decrease inincreased non-interest incomeexpenses and increasesan increase in the provision for credit losses, andpartially offset by increased non-interest expense.income.

Net interest margin for the current quarter was impacted by an increase in funding costs due to an increase in the mix of higher cost retail certificates of deposithigh interest rate environment and theits effect of market rate increases on deposit costs, partially offset by increased yields on loans due to the risingnew loans being originated at higher interest rates during the quarter.rates. Total revenue for the quarter ended September 30, 2023 increasedMarch 31, 2024, decreased compared to the preceding quarter due to increased interestfunding costs, a decrease in mortgage banking operations income a reduction in the net loss recognized on the sale of securities and a reductionan increase in the net loss for fair value adjustments on financial instruments carried at fair value, partially offset by increased funding costs. Rising market interest ratesincome and deposit fees and other service charges. Total revenue decreased during the current and previous year resulted in yields on loans and investment securities increasing at a faster pace than our funding costs for the ninethree months ended September 30, 2023, compared to the same period a year ago. The increase in the yields on loans and investment securities, partially offset by increased funding costs during the period improved our net interest margin for the nine months ended September 30, 2023, compared to the same period a year earlier. Total revenue increased during the nine months ended September 30, 2023,March 31, 2024, compared to the same period a year earlier due to increased interest income,funding costs, partially offset by increased funding costsinterest income and a decrease in the net loss on the sale of securities recorded during the current period.

We recorded a $2.0 million$520,000 provision for credit losses for the quarter ended September 30, 2023,March 31, 2024, compared to a $6.8$2.5 million provision for credit losses in the preceding quarter.quarter and a $524,000 recapture of provision for credit losses for the three months ended March 31, 2023. The provision for credit losses for the current quarter is primarily reflectsrelated to the loan growth in the construction and one- to four-family loan portfolios, partially offset by a reduction in unfunded loan commitments in the construction portfolio. The provision for credit losses for the preceding quarter primarily reflected increased loan balances, and unfunded loan commitments, partially offset by an increase in the trading price on bankof our investments in other banks’ subordinated debt investments. Banner recorded an $8.3 million provision for credit losses for the nine months ended September 30, 2023, compared to a $3.7 million provision for credit losses for the same period a year ago. The provision for credit losses for the nine months ended September 30, 2023, reflects growth in loan balances, a deterioration in forecasted economic conditions and rating downgrades on bank subordinated debt investments.debt.

Total non-interest income increaseddecreased in the quarter ended September 30, 2023,March 31, 2024, compared to the preceding quarter and decreased during the nine months ended September 30, 2023,increased compared to the same period a year ago. The increasedecrease in non-interest income during the current quarter compared to the preceding quarter was primarily due to a reductiondecrease in mortgage banking operations revenue, primarily due to a $3.5 million fair value gain recorded on multifamily loans during the preceding quarter as a result of their transfer from held for sale to held for investment, with no similar transaction recorded in the net loss recognized on the sale of securities as well ascurrent quarter, and a reductiondecrease in the net loss for fair value adjustments on financial instruments carried at fair value during the current quarter.quarter, partially offset by an increase in deposit fees and other service charges. The decreaseincrease in non-interest income during the ninethree months ended September 30, 2023,March 31, 2024, compared to the same period last year was primarily due to a reduction in the net loss recognized on the sale of securities and a net loss for fair value adjustments on financial instruments, as well as a $7.8 million gain on the sale of branches, including related deposits, during the nine months ended September 30, 2022.securities.

Total non-interest expense increased in the quarter ended September 30, 2023,March 31, 2024, compared to the preceding quarter and increased during the nine months ended September 30, 2023, compared to the same period a year ago. The increase in non-interest expense for the current quarter compared to the preceding quarter primarily reflects increases in salary and employee benefits, partially offset by decreases in professional and legal expense and advertising and marketing expense. The increase in non-interest expense compared to the same period a year ago primarily reflects increases in salary and employee benefits, payment and card processing services expense professional and legal expenses and miscellaneous expense, partially offset by a decrease in salary and employee benefits expense. The nine month year-over-year increase in non-interest expense primarily reflects an increase in salary and employee benefits, a decrease in capitalized loan origination costs, and increases in information and computer data services and deposit insurance partially offset by decreases in occupancy and equipment, payment and card processing services, and amortization of core deposit intangibles.expense.


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OPERATING DATA:
OPERATING DATA:
Quarters EndedNine months ended
OPERATING DATA:
OPERATING DATA:
(In thousands)
(In thousands)
(In thousands)(In thousands)September 30, 2023June 30, 2023September 30, 2022September 30, 2023September 30, 2022
Interest incomeInterest income$179,064 $171,809 $151,119 $517,834 $407,011 
Interest income
Interest income
Interest expense
Interest expense
Interest expenseInterest expense37,298 29,291 4,676 80,238 12,903 
Net interest incomeNet interest income141,766 142,518 146,443 437,596 394,108 
Provision for credit losses2,027 6,764 6,087 8,267 3,660 
Net interest income after provision for credit losses139,739 135,754 140,356 429,329 390,448 
Net interest income
Net interest income
Provision (recapture) for credit losses
Provision (recapture) for credit losses
Provision (recapture) for credit losses
Net interest income after provision (recapture) for credit losses
Net interest income after provision (recapture) for credit losses
Net interest income after provision (recapture) for credit losses
Deposit fees and other service charges
Deposit fees and other service charges
Deposit fees and other service chargesDeposit fees and other service charges10,916 10,600 11,449 32,078 33,638 
Mortgage banking operationsMortgage banking operations2,049 1,686 105 6,426 8,523 
Net (loss) gain on sale of securities(2,657)(4,527)(14,436)473 
Mortgage banking operations
Mortgage banking operations
Net loss on sale of securities
Net loss on sale of securities
Net loss on sale of securities
Net change in valuation of financial instruments carried at fair value
Net change in valuation of financial instruments carried at fair value
Net change in valuation of financial instruments carried at fair valueNet change in valuation of financial instruments carried at fair value(654)(3,151)532 (4,357)650 
All other non-interest incomeAll other non-interest income3,004 3,814 3,493 10,646 18,901 
All other non-interest income
All other non-interest income
Total non-interest income
Total non-interest income
Total non-interest incomeTotal non-interest income12,658 8,422 15,585 30,357 62,185 
Salary and employee benefitsSalary and employee benefits61,091 61,972 61,639 184,452 181,957 
Salary and employee benefits
Salary and employee benefits
All other non-interest expenses
All other non-interest expenses
All other non-interest expensesAll other non-interest expenses34,800 33,433 33,395 101,465 96,325 
Total non-interest expenseTotal non-interest expense95,891 95,405 95,034 285,917 278,282 
Total non-interest expense
Total non-interest expense
Income before provision for income tax expense
Income before provision for income tax expense
Income before provision for income tax expenseIncome before provision for income tax expense56,506 48,771 60,907 173,769 174,351 
Provision for income tax expenseProvision for income tax expense10,652 9,180 11,837 32,769 33,353 
Provision for income tax expense
Provision for income tax expense
Net incomeNet income$45,854 $39,591 $49,070 $141,000 $140,998 
Net income
Net income

PER COMMON SHARE DATA:PER COMMON SHARE DATA:Quarters EndedNine months ended
September 30, 2023June 30, 2023September 30, 2022September 30, 2023September 30, 2022
PER COMMON SHARE DATA:
PER COMMON SHARE DATA:
Net income:
Net income:
Net income:Net income:   
BasicBasic$1.33 $1.15 $1.43 $4.11 $4.11 
Basic
Basic
DilutedDiluted1.33 1.15 1.43 4.09 4.09 
Diluted
Diluted

Net Interest Income. Net interest income decreased by $752,000,$5.5 million, or 1%4%, for the quarter ended September 30, 2023,March 31, 2024, compared to the preceding quarter. The decrease in net interest income was primarily due to increasesan increase in the cost of funding liabilities, partially offset by increases in the average yields on loans and investment securities.

The net interest margin on a tax equivalent basis decreased seven basis points to 3.93% for the quarter ended September 30, 2023, compared to a net interest margin on a tax equivalent basis of 4.00% for the preceding quarter, reflecting a 22 basis-point increase in the cost of funding liabilities, partially offset by a 14 basis-point increase in the average yields on interest-earning assets during the current quarter. Since March 2022, in response to inflation, the Federal Open Market Committee of the Federal Reserve System has increased the target range for the federal funds rate by 525 basis points, including 25 basis points during the third quarter of 2023, to a range of 5.25% to 5.50%. The increase in average yields on interest-earning assets reflects the benefit of variable rate interest-earning assets repricing higher, as well as new loans being originated at higher interest rates. The increase in the overall cost of funding liabilities compared to the previous quarter was primarily due to the increase in the costs of deposits from an increase in the higher cost retail certificates of deposit and the effect of market rate increases on deposit costs.

Net interest income increaseddecreased by $43.5$20.4 million, or 11%13%, to $437.6$133.0 million for the ninethree months ended September 30, 2023,March 31, 2024, compared to $394.1$153.3 million for the same period onequarter a year earlier,ago, primarily due to increased funding costs, partially offset by an increase in the average yields on interest-earning assets, partially offset by increased funding costs.assets. The higher funding costs and average yieldyields on interest-earning assets compared to same period a year ago iswas primarily the result of risinghigher interest rates. The net

Net interest margin on a tax equivalent basis increaseddecreased nine basis points to 4.07%3.74% for the nine months ended September 30, 2023,first quarter of 2024, compared to 3.49% for3.83% in the preceding quarter, and decreased 56 basis points from 4.30% in the same period a year ago. Net interest margin for the current quarter was affected by increased funding costs reflecting the persistent high interest rate environment, partially offset by increased yields on loans due to new loans being originated at higher interest rates as well as adjustable-rate loans repricing higher. The increase in the prior year.overall cost of funding liabilities was primarily due to the increase in rates across all deposits and most borrowing categories due to higher market rates generally, as well as a shift in the average balance of non-interest bearing deposits to higher costing savings accounts and certificates of deposit.

Interest Income. Interest income for the quarter ended September 30, 2023March 31, 2024 was $179.1$184.7 million, compared to $171.8$183.7 million for the preceding quarter.quarter and $167.0 million for the same period in the prior year.  The increase in interest income during the current quarter compared to the preceding quarter occurred primarily as a result of average yields on total interest-earning assets increasing 1410 basis points and the average balance of interest-earning assets increasing $23.2 million.points. The increased yield on interest-earning assets primarily reflects increases in the average yields on loans.

Interest The increase in interest income on loans forduring the current quarter increased by $8.4 million from the preceding quarter. The increased interest income on loans was due to the average loan yields increasing to 5.65% for the quarter ended September 30, 2023, from 5.51% in the preceding quarter, reflecting the impact of rising interest rates. Average loans receivable for the quarter ended September 30, 2023 increased 2%, compared to the preceding quarter, primarily reflecting the increase in one- to four-family loans.

55


The average balance of total investment securities decreased to $3.99 billion for the quarter ended September 30, 2023 (excluding the effect of fair value adjustments), compared to $4.21 billion for the preceding quarter. The interest and dividend income for the current quarter from those investments decreased by $1.2 million compared to the preceding quarter. The average yield on the combined portfolio increased slightly to 3.07% for the quarter ended September 30, 2023, from 3.05% in the preceding quarter.

Interest income for the nine months ended September 30, 2023 was $517.8 million, compared to $407.0 million for the same period in the priora year an increase of $110.8 million. The results between the periodsago primarily reflectreflects an increase in the average yield on interest-earning assets, mostly due to rising interest rates during 2023, partially offset by the lower average balance of interest-earning assets.

Interest income on loans for the current quarter increased $1.9 million from the preceding quarter and increased $23.2 million from the same period in the prior year. The increased interest income on loans for the current quarter compared to the preceding quarter was due to the average loan yields increasing to 5.87% for the quarter ended March 31, 2024, from 5.77% in the preceding quarter, reflecting adjustable-rate loans repricing higher. The average balance of loans receivable for the quarter ended March 31, 2024 increased 1%, compared to the preceding quarter, and increased 7%, compared to the same period the prior year, primarily reflecting the increase in one- to four-family loans.

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Interest and dividend income on total investment securities for the current quarter decreased $1.0 million from the preceding quarter and decreased $5.5 million from the same period in the prior year. The decrease was due to a decline in the average balance of total investment securities, partially offset by a higher average yield earned on total investment securities during the current quarter compared to the preceding quarter and the comparable quarter a year ago. The average balance of total investment securities decreased to $3.78 billion for the quarter ended March 31, 2024 (excluding the effect of fair value adjustments), compared to $3.90 billion for the preceding quarter and $4.57 billion for the same period in the prior year. The average yield on the combined portfolio increased to 3.11% for the quarter ended March 31, 2024, from 3.08% in the preceding quarter and 3.10% in the same period in the prior year.

Interest Expense. Interest expense for the quarter ended September 30, 2023March 31, 2024 increased $8.0$6.4 million, or 27%14%, compared to the preceding quarter.quarter, and increased compared to the same period in the prior year. The increase in interest expensecompared to the preceding quarter occurred as a result of a 22 basis-pointbasis point increase in the average cost of all funding liabilities to 1.08%.1.53%, partially offset by a decrease in the average balance of funding liabilities, during the current quarter. The average balance of funding liabilities decreased $9.3$48.2 million for the quarter ended September 30, 2023March 31, 2024, compared to the preceding quarter, primarily due to decreasesa decrease in non-interest-bearing deposits, and FHLB advances, partially offset by higher average balances of certificates of deposit and interest-bearing transaction and savings accounts.

Interest expense for the nine months ended September 30, 2023 was $80.2 million, compared to $12.9 million for the same period in the prior year.accounts and FHLB advances. The increase in interest expense compared to the prior year occurred as a result of a 66 basis-pointan increase in the average cost of all funding liabilities to 0.78% for the nine months ended September 30, 2023, compared to 0.12% for the same period in the prior year, partially offset by a $1.08 billion, or 7%, decrease in average balances of funding liabilities.  The decrease in the average balance of funding liabilities reflects decreases in non-interest-bearing deposits and interest-bearing transaction and savingsmoney market accounts, partially offset by higher average balances of interest-bearing transaction checking and savings accounts, certificates of deposit and FHLB advances.

Deposit interest expense for the quarter ended September 30, 2023March 31, 2024 increased $10.5$5.3 million, or 51%13%, compared to the preceding quarter, primarily as a result of an increase in the average rate paid on interest-bearing deposits and an increase in the average balance of higher cost certificates of deposit, including brokered deposits. The cost of interest-bearing deposits increased by 47 basis points to 1.57% for the quarter ended September 30, 2023, compared to 1.10% in the preceding quarter. The average rate paid on total deposits was 0.94% for the quarter ended September 30, 2023, compared to 0.64% in the preceding quarter. Average deposit balances increased to $13.15 billion for the quarter ended September 30, 2023, from $12.94 billion for the preceding quarter.

Deposit interest expense for the nine months ended September 30, 2023 increased $54.3 million to $60.8$35.4 million compared to $6.5$9.2 million for the same period in the prior year. Average deposit balances decreasedThe increase compared to $13.14 billion for the nine months ended September 30, 2023, from $14.37 billion forprior quarter and the same periodcomparable quarter a year earlier, whileago was primarily the result of a larger percentage of core deposits being in interest bearing accounts and an increase in the mix of higher cost certificates of deposit as well as an overall increase in the average rate paid on deposits increased to 0.62% for the nine months ended September 30, 2023 from 0.06% for the same period in the prior year.interest-bearing deposits. The average cost of interest-bearing deposits increased by 96 basis points to 1.07%2.15% for the nine monthsquarter ended September 30, 2023,March 31, 2024, compared to 0.11%1.92% in the preceding quarter and 0.51% for the same period a year earlier. The increase in the average cost of interest-bearing deposits compared to the same period a year ago was primarily the result of a 217 basis-pointan increase in the cost of certificates of deposit along with a $336.3 millionan increase in the average balance of certificates of deposit. The average rate paid on total deposits, which includes non-interest bearing deposits, was 1.37% for the quarter ended March 31, 2024, compared to 1.18% in the preceding quarter and 0.28% for the same period in the prior year. Average deposit balances decreased for the quarter ended March 31, 2024, from the preceding quarter and the same period a year earlier.

Interest expense on total borrowings for the quarter ended September 30, 2023 decreasedMarch 31, 2024 increased to $6.3$7.1 million from $8.8$6.0 million for the preceding quarter primarily due to a decrease in the average balance of total borrowings. Average total borrowings were $538.4 million for the quarter ended September 30, 2023, compared to $763.9 million for the preceding quarter. The decrease in average total borrowings was largely due to a $229.6 million decrease in the average balance of FHLB advances, partially offset by a $6.6 million increase in the average balance of other borrowings. The average rate paid on total borrowings for the quarter ended September 30, 2023and increased to 4.64% from 4.60% for the preceding quarter.

Interest expense on total borrowings for the nine months ended September 30, 2023 increased to $19.5 million from $6.4$4.4 million for the same period a year earlier due to an increase in both the average balance of and rate paid on total borrowings. Average totalThe increase in average borrowings were $610.4 million for the nine months ended September 30, 2023, compared to $457.6 million forthe prior quarter was largely due to an increase in the average balance of FHLB advances. The increase compared to the same period a year earlier. The increaseago was also primarily due to a $205.5 millionan increase in the average balance of FHLB advances, partially offset by a $49.6 million decrease in the average balance of other borrowings. The average rate paid on total borrowings for the nine monthsquarter ended September 30, 2023March 31, 2024 increased to 4.26% from 1.87% forthe preceding quarter and from the same period a year earlier.


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Analysis of Net Interest Spread. The following tables presenttable presents for the periods indicated our condensed average balance sheet information, together with interest income and yields earned on average interest-earning assets and interest expense and rates paid on average interest-bearing liabilities with additional comparative data on our operating performance (dollars in thousands):
ANALYSIS OF NET INTEREST SPREAD
ANALYSIS OF NET INTEREST SPREAD
ANALYSIS OF NET INTEREST SPREADANALYSIS OF NET INTEREST SPREADQuarters EndedQuarters Ended
(rates / ratios annualized)(rates / ratios annualized)Sep 30, 2023Jun 30, 2023(rates / ratios annualized)Mar 31, 2024Dec 31, 2023Mar 31, 2023
(dollars in thousands)(dollars in thousands)Average Balance
Interest and Dividends(3)
Yield / Cost(3)
Average Balance
Interest and Dividends(3)
Yield / Cost(3)
(dollars in thousands)Average BalanceInterest and Dividends
Yield / Cost (3)
Average BalanceInterest and Dividends
Yield / Cost (3)
Average BalanceInterest and Dividends
Yield / Cost (3)
Interest-earning assets:Interest-earning assets:
Held for sale loansHeld for sale loans$56,697 $765 5.35 %$56,073 $738 5.28 %
Held for sale loans
Held for sale loans$9,939 $167 6.76 %$31,148 $447 5.69 %$52,657 $671 5.17 %
Mortgage loansMortgage loans8,596,705 118,285 5.46 %8,413,392 112,097 5.34 %Mortgage loans8,892,561 125,284 125,284 5.67 5.67 %8,770,029 123,382 123,382 5.58 5.58 %8,267,386 106,900 106,900 5.24 5.24 %
Commercial/agricultural loansCommercial/agricultural loans1,822,609 29,866 6.50 %1,763,264 27,616 6.28 %Commercial/agricultural loans1,830,095 30,847 30,847 6.78 6.78 %1,822,069 30,447 30,447 6.63 6.63 %1,709,345 25,226 25,226 5.99 5.99 %
SBA PPP loans4,298 28 2.58 %5,247 67 5.12 %
Consumer and other loansConsumer and other loans138,723 2,226 6.37 %138,902 2,137 6.17 %Consumer and other loans133,854 2,196 2,196 6.60 6.60 %138,049 2,237 2,237 6.43 6.43 %137,096 2,115 2,115 6.26 6.26 %
Total loans(1)
Total loans(1)
10,619,032 151,170 5.65 %10,376,878 142,655 5.51 %
Total loans (1)
10,866,449 158,494 158,494 5.87 5.87 %10,761,295 156,513 156,513 5.77 5.77 %10,166,484 134,912 134,912 5.38 5.38 %
Mortgage-backed securitiesMortgage-backed securities2,863,345 17,834 2.47 %2,958,700 18,429 2.50 %Mortgage-backed securities2,728,640 17,076 17,076 2.52 2.52 %2,798,647 17,541 17,541 2.49 2.49 %3,093,860 19,123 19,123 2.51 2.51 %
Other securitiesOther securities1,071,389 12,128 4.49 %1,184,503 12,932 4.38 %Other securities984,639 11,501 11,501 4.70 4.70 %1,035,842 11,993 11,993 4.59 4.59 %1,404,355 15,095 15,095 4.36 4.36 %
Interest-bearing deposits with banks
Interest-bearing deposits with banks
Interest-bearing deposits with banksInterest-bearing deposits with banks43,594 529 4.81 %44,922 557 4.97 %45,264 459 459 4.08 4.08 %45,286 506 506 4.43 4.43 %53,584 608 608 4.60 4.60 %
FHLB stockFHLB stock16,443 385 9.29 %25,611 157 2.46 %FHLB stock19,073 209 209 4.41 4.41 %15,326 215 215 5.57 5.57 %14,236 90 90 2.56 2.56 %
Total investment securitiesTotal investment securities3,994,771 30,876 3.07 %4,213,736 32,075 3.05 %Total investment securities3,777,616 29,245 29,245 3.11 3.11 %3,895,101 30,255 30,255 3.08 3.08 %4,566,035 34,916 34,916 3.10 3.10 %
Total interest-earning assetsTotal interest-earning assets14,613,803 182,046 4.94 %14,590,614 174,730 4.80 %Total interest-earning assets14,644,065 187,739 187,739 5.16 5.16 %14,656,396 186,768 186,768 5.06 5.06 %14,732,519 169,828 169,828 4.68 4.68 %
Non-interest-earning assetsNon-interest-earning assets932,364   939,100 Non-interest-earning assets943,725   875,719 921,217 921,217   
Total assetsTotal assets$15,546,167   $15,529,714 Total assets$15,587,790   $15,532,115 $$15,653,736   
Deposits:Deposits:   Deposits:    
Interest-bearing checking accountsInterest-bearing checking accounts$1,971,179 4,190 0.84 %$1,870,605 2,331 0.50 %Interest-bearing checking accounts$2,104,242 6,716 6,716 1.28 1.28 %$2,060,226 5,907 5,907 1.14 1.14 %$1,779,664 906 906 0.21 0.21 %
Savings accountsSavings accounts2,659,890 8,400 1.25 %2,536,713 4,895 0.77 %Savings accounts3,066,448 15,279 15,279 2.00 2.00 %2,885,167 12,560 12,560 1.73 1.73 %2,615,173 1,884 1,884 0.29 0.29 %
Money market accountsMoney market accounts1,793,953 6,639 1.47 %1,957,553 6,007 1.23 %Money market accounts1,674,159 8,388 8,388 2.02 2.02 %1,723,426 7,644 7,644 1.76 1.76 %2,167,138 3,799 3,799 0.71 0.71 %
Certificates of depositCertificates of deposit1,412,542 11,772 3.31 %1,126,647 7,306 2.60 %Certificates of deposit1,500,429 14,230 14,230 3.81 3.81 %1,477,474 13,231 13,231 3.55 3.55 %810,821 2,655 2,655 1.33 1.33 %
Total interest-bearing depositsTotal interest-bearing deposits7,837,564 31,001 1.57 %7,491,518 20,539 1.10 %Total interest-bearing deposits8,345,278 44,613 44,613 2.15 2.15 %8,146,293 39,342 39,342 1.92 1.92 %7,372,796 9,244 9,244 0.51 0.51 %
Non-interest-bearing depositsNon-interest-bearing deposits5,316,023 — — %5,445,960 — — %Non-interest-bearing deposits4,711,922 — — — — %5,036,523 — — — — %5,960,791 — — — — %
Total depositsTotal deposits13,153,587 31,001 0.94 %12,937,478 20,539 0.64 %Total deposits13,057,200 44,613 44,613 1.37 1.37 %13,182,816 39,342 39,342 1.18 1.18 %13,333,587 9,244 9,244 0.28 0.28 %
Other interest-bearing liabilities:Other interest-bearing liabilities:    Other interest-bearing liabilities:    
FHLB advancesFHLB advances161,087 2,233 5.50 %390,705 5,157 5.29 %FHLB advances212,989 2,972 2,972 5.61 5.61 %129,630 1,870 1,870 5.72 5.72 %105,984 1,264 1,264 4.84 4.84 %
Other borrowingsOther borrowings194,659 1,099 2.24 %188,060 771 1.64 %Other borrowings180,692 1,175 1,175 2.62 2.62 %185,518 1,125 1,125 2.41 2.41 %229,459 381 381 0.67 0.67 %
Junior subordinated debentures and subordinated notesJunior subordinated debentures and subordinated notes182,678 2,965 6.44 %185,096 2,824 6.12 %Junior subordinated debentures and subordinated notes181,579 2,969 2,969 6.58 6.58 %182,678 2,992 2,992 6.50 6.50 %189,178 2,760 2,760 5.92 5.92 %
Total borrowingsTotal borrowings538,424 6,297 4.64 %763,861 8,752 4.60 %Total borrowings575,260 7,116 7,116 4.98 4.98 %497,826 5,987 5,987 4.77 4.77 %524,621 4,405 4,405 3.41 3.41 %
Total funding liabilitiesTotal funding liabilities13,692,011 37,298 1.08 %13,701,339 29,291 0.86 %Total funding liabilities13,632,460 51,729 51,729 1.53 1.53 %13,680,642 45,329 45,329 1.31 1.31 %13,858,208 13,649 13,649 0.40 0.40 %
Other non-interest-bearing liabilities(2)
Other non-interest-bearing liabilities(2)
296,578   279,232 
Other non-interest-bearing liabilities (2)
303,412   311,539 293,205 293,205   
Total liabilitiesTotal liabilities13,988,589   13,980,571 Total liabilities13,935,872   13,992,181 14,151,413 14,151,413   
Shareholders’ equityShareholders’ equity1,557,578   1,549,143 Shareholders’ equity1,651,918   1,539,934 1,502,323 1,502,323   
Total liabilities and shareholders’ equityTotal liabilities and shareholders’ equity$15,546,167   $15,529,714 Total liabilities and shareholders’ equity$15,587,790   $15,532,115 $$15,653,736   
Net interest income/rate spread (tax equivalent)Net interest income/rate spread (tax equivalent)$144,748 3.86 %$145,439 3.94 %Net interest income/rate spread (tax equivalent)$136,010 3.63 3.63 %$141,439 3.75 3.75 %$156,179 4.28 4.28 %
Net interest margin (tax equivalent)Net interest margin (tax equivalent)3.93 %4.00 %Net interest margin (tax equivalent)3.74 %3.83 %4.30 %
Reconciliation to reported net interest income:Reconciliation to reported net interest income:
Adjustments for taxable equivalent basisAdjustments for taxable equivalent basis(2,982)(2,921)
Adjustments for taxable equivalent basis
Adjustments for taxable equivalent basis
Net interest income and margin, as reported
Net interest income and margin, as reported
Net interest income and margin, as reportedNet interest income and margin, as reported$141,766 3.85 %$142,518 3.92 %$132,959 3.65 3.65 %$138,409 3.75 3.75 %$153,312 4.22 4.22 %
Additional Key Financial Ratios:Additional Key Financial Ratios:
Return on average assetsReturn on average assets1.17 %1.02 %
Return on average assets
Return on average assets0.97 %1.09 %1.44 %
Adjusted return on average assets(4)
Adjusted return on average assets(4)
1.08 %1.18 %1.60 %
Return on average equityReturn on average equity11.68 %10.25 %Return on average equity9.14 %10.98 %15.00 %
Adjusted return on average equity(4)
Adjusted return on average equity(4)
10.24 %11.89 %16.63 %
Average equity/average assetsAverage equity/average assets10.02 %9.98 %Average equity/average assets10.60 %9.91 %9.60 %
Average interest-earning assets/average interest-bearing liabilitiesAverage interest-earning assets/average interest-bearing liabilities174.47 %176.74 %Average interest-earning assets/average interest-bearing liabilities164.16 %169.55 %186.55 %
Average interest-earning assets/average funding liabilitiesAverage interest-earning assets/average funding liabilities106.73 %106.49 %Average interest-earning assets/average funding liabilities107.42 %107.13 %106.31 %
Non-interest income/average assetsNon-interest income/average assets0.32 %0.22 %Non-interest income/average assets0.30 %0.36 %0.24 %
Non-interest expense/average assetsNon-interest expense/average assets2.45 %2.46 %Non-interest expense/average assets2.52 %2.47 %2.45 %
Efficiency ratio(4)
62.10 %63.21 %
Adjusted efficiency ratio(5)
59.00 %58.58 %
Efficiency ratioEfficiency ratio67.55 %63.37 %58.20 %
Adjusted efficiency ratio (4)
Adjusted efficiency ratio (4)
63.70 %60.04 %54.23 %
(1)Average balances include loans accounted for on a nonaccrual basis and accruing loans 90 days or more past due. Amortization of net deferred loan fees/costs is included with interest on loans.
(2)Average other non-interest-bearing liabilities include fair value adjustments related to junior subordinated debentures.
(3)Tax-exempt income is calculated on a tax equivalent basis. The tax equivalent yield adjustment to interest earned on loans was $1.9$2.0 million for both the quarters ended March 31, 2024 and $1.8December 31, 2023, and was $1.7 million for the three monthsquarter ended September 30, 2023 and June 30, 2023, respectively.March 31, 2023. The tax equivalent yield adjustment to interest earned on tax exempt securities was $1.1$1.0 million, for both the three monthsquarters ended September 30,March 31, 2024 and December 31, 2023, and June 30,was $1.2 million for the quarter ended March 31, 2023.
(4)Non-interest expense divided by the total of net interest income and non-interest income.
(5)Adjusted non-interest expense divided by adjusted revenue. Represents non-GAAP financial measures. See non-GAAP financial measure reconciliations presented above following ThirdFirst Quarter 20232024 Highlights.
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Table of Contents
 Nine months ended September 30, 2023Nine months ended September 30, 2022
 Average
Balance
Interest and Dividends (3)
Yield/
Cost (3)
Average
Balance
Interest and Dividends (3)
Yield/
Cost (3)
Interest-earning assets:      
Held for sale loans$55,157 $2,174 5.27 %$94,289 $2,446 3.47 %
Mortgage loans8,427,034 337,282 5.35 %7,581,540 261,021 4.60 %
Commercial/agricultural loans1,763,248 82,658 6.27 %1,574,957 52,582 4.46 %
SBA PPP loans5,437 145 3.57 %51,890 4,453 11.47 %
Consumer and other loans138,246 6,478 6.26 %117,892 5,207 5.91 %
Total loans(1)
10,389,122 428,737 5.52 %9,420,568 325,709 4.62 %
Mortgage-backed securities2,971,124 55,386 2.49 %3,110,769 48,904 2.10 %
Other securities1,220,074 40,155 4.40 %1,624,138 32,333 2.66 %
Interest-bearing deposits with banks47,330 1,694 4.79 %1,214,076 7,507 0.83 %
FHLB stock18,772 632 4.50 %10,579 281 3.55 %
Total investment securities4,257,300 97,867 3.07 %5,959,562 89,025 2.00 %
Total interest-earning assets14,646,422 526,604 4.81 %15,380,130 414,734 3.61 %
Non-interest-earning assets930,934   1,250,719   
Total assets$15,577,356   $16,630,849   
Deposits:      
Interest-bearing checking accounts$1,874,518 7,427 0.53 %$1,915,184 991 0.07 %
Savings accounts2,604,089 15,179 0.78 %2,826,757 1,187 0.06 %
Money market accounts1,971,514 16,445 1.12 %2,400,267 1,806 0.10 %
Certificates of deposit1,118,874 21,733 2.60 %782,548 2,517 0.43 %
Total interest-bearing deposits7,568,995 60,784 1.07 %7,924,756 6,501 0.11 %
Non-interest-bearing deposits5,571,896  — %6,445,579 — — %
Total deposits13,140,891 60,784 0.62 %14,370,335 6,501 0.06 %
Other interest-bearing liabilities:      
FHLB advances219,461 8,654 5.27 %13,919 291 2.80 %
Other borrowings203,932 2,251 1.48 %253,545 245 0.13 %
Junior subordinated debentures and subordinated notes186,964 8,549 6.11 %190,103 5,866 4.13 %
Total borrowings610,357 19,454 4.26 %457,567 6,402 1.87 %
Total funding liabilities13,751,248 80,238 0.78 %14,827,902 12,903 0.12 %
Other non-interest-bearing liabilities (2)
289,558   241,010   
Total liabilities14,040,806   15,068,912   
Shareholders’ equity1,536,550   1,561,937   
Total liabilities and shareholders’ equity$15,577,356   $16,630,849   
Net interest income/rate spread (tax equivalent) $446,366 4.03 % $401,831 3.49 %
Net interest margin (tax equivalent)  4.07 %  3.49 %
Reconciliation to reported net interest income:
Adjustments for taxable equivalent basis(8,770)(7,723)
Net interest income and margin$437,596 3.99 %$394,108 3.43 %
Additional Key Financial Ratios:
Return on average assets1.21 %1.13 %
Return on average equity12.27 %12.07 %
Average equity / average assets9.86 %9.39 %
Average interest-earning assets / average interest-bearing liabilities  179.07 %  183.48 %
Average interest-earning assets / average funding liabilities106.51 %103.72 %
Non-interest income / average assets0.26 %0.50 %
Non-interest expense / average assets2.45 %2.24 %
Efficiency ratio (4)
61.10 %60.99 %
Adjusted efficiency ratio (5)
57.19 %59.39 %
(1)Average balances include loans accounted for on a nonaccrual basis and loans 90 days or more past due. Amortization of net deferred loan fees/costs is included with interest on loans.
(2)Average other non-interest-bearing liabilities include fair value adjustments related to junior subordinated debentures.
(3)Tax-exempt income is calculated on a tax equivalent basis. The tax equivalent yield adjustment to interest earned on loans was $5.4 million and $4.2 million for the nine months ended September 30, 2023 and 2022, respectively. The tax equivalent yield adjustment to interest earned on tax exempt securities was $3.4 million and $3.5 million for the nine months ended September 30, 2023 and 2022, respectively.
(4)Non-interest expense divided by the total of net interest income and non-interest income.
(5)Adjusted non-interest expense divided by adjusted revenue. Represents non-GAAP financial measures. See non-GAAP financial measure reconciliations presented above following Third Quarter 2023 Highlights.

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Provision and Allowance for Credit Losses. Management estimates the allowance for credit losses using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The allowance for credit losses is maintained at a level sufficient to provide for expected credit losses over the life of the loan based on evaluating historical credit loss experience and making adjustments to historical loss information for differences in the specific risk characteristics in the current loan portfolio.  These factors include, among others, changes in the size and composition of the loan portfolio, differences in underwriting standards, delinquency rates, actual loss experience and current economic conditions. The following table sets forth an analysis of our allowance for credit losses - loans for the periods indicated (dollars in thousands):
  Quarters Ended
Nine Months Ended
Quarters Ended
Quarters Ended
Quarters Ended
CHANGE IN THE ALLOWANCE FOR CREDIT LOSSES - LOANS
CHANGE IN THE ALLOWANCE FOR CREDIT LOSSES - LOANS
CHANGE IN THE ALLOWANCE FOR CREDIT LOSSES - LOANSCHANGE IN THE ALLOWANCE FOR CREDIT LOSSES - LOANSSep 30, 2023Jun 30, 2023Sep 30, 2022Sep 30, 2023Sep 30, 2022
     
Balance, beginning of periodBalance, beginning of period$144,680 $141,457 $128,702 $141,465 $132,099 
Balance, beginning of period
Balance, beginning of period
Provision for credit losses – loans
Provision for credit losses – loans
Provision for credit losses – loansProvision for credit losses – loans2,943 3,559 6,347 7,276 2,115 
Recoveries of loans previously charged off:Recoveries of loans previously charged off:
Recoveries of loans previously charged off:
Recoveries of loans previously charged off:
Commercial real estateCommercial real estate170 74 88 428 304 
Commercial real estate
Commercial real estate
One- to four-family residential
One- to four-family residential
One- to four-family residential
Commercial business
Commercial business
Commercial business
Agricultural business, including secured by farmland
Agricultural business, including secured by farmland
Agricultural business, including secured by farmland
Consumer
Consumer
Consumer
Loans charged off:
Loans charged off:
Loans charged off:
Construction and land
Construction and land
Construction and landConstruction and land29 — — 29 384 
One- to four-family residentialOne- to four-family residential59 36 25 212 163 
One- to four-family residential
One- to four-family residential
Commercial businessCommercial business403 524 924 1,046 1,307 
Agricultural business, including secured by farmland19 252 130 384 
Commercial business
Commercial business
ConsumerConsumer126 117 85 412 413 
806 753 1,374 2,257 2,955 
Loans charged off:
Commercial real estate— — — — (2)
Construction and land— (156)(25)(156)(30)
One- to four-family residential— (4)— (34)— 
Commercial business(616)(566)(138)(2,340)(468)
Agricultural business, including secured by farmland(564)— (42)(564)(42)
ConsumerConsumer(289)(363)(300)(944)(709)
(1,469)(1,089)(505)(4,038)(1,251)
Net (charge-offs) recoveries(663)(336)869 (1,781)1,704 
Consumer
Net recoveries (charge-offs)
Net recoveries (charge-offs)
Net recoveries (charge-offs)
Balance, end of periodBalance, end of period$146,960 $144,680 $135,918 $146,960 $135,918 
Net (charge-offs) recoveries / Average loans receivable(0.006)%(0.003)%0.009 %(0.017)%0.018 %
Balance, end of period
Balance, end of period
Net recoveries (charge-offs) / Average loans receivable
Net recoveries (charge-offs) / Average loans receivable
Net recoveries (charge-offs) / Average loans receivable
Allowance for credit losses - loans as a percentage of total loansAllowance for credit losses - loans as a percentage of total loans1.38 %1.38 %1.38 %1.38 %1.38 %
Allowance for credit losses - loans as a percentage of total loans
Allowance for credit losses - loans as a percentage of total loans

The provision for credit losses - loans reflects the amount required to maintain the allowance for credit losses - loans at an appropriate level based upon management’s evaluation of the adequacy of collective and individual loss reserves. During the quarter ended September 30, 2023,March 31, 2024, we recorded a provision for credit losses - loans of $2.9$1.4 million, compared to a provision for credit losses - loans of $3.6$3.8 million during the preceding quarter. The provision for credit losses - loans for the current quarter primarily reflects increased loan balances.growth in the construction and one- to four-family loan portfolios. The provision for credit losses - loans for the preceding quarter primarily reflected increased loan balances and a deterioration in forecasted economic conditions.balances. Future assessments of the expected credit losses will not only be impacted by changes in both the composition and amount of loans, and to the reasonable and supportable forecast, but will also include an updated assessment of qualitative factors, as well as consideration of any required changes in the reasonable and supportable forecast reversion period.

Net loan charge-offs were $663,000 for the quarter ended September 30, 2023, compared to net loan charge-offs of $336,000 in the preceding quarter. The allowance for credit losses - loans as a percentage of total loans (loans receivable excluding allowance for credit losses - loans) was 1.38% at both September 30, 2023 and June 30, 2023.

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The provision for credit losses - unfunded loan commitments reflects the amount required to maintain the allowance for credit losses - unfunded loan commitments at an appropriate level based upon management’s evaluation of the adequacy of collective and individual loss reserves. The following table sets forth an analysis of our allowance for credit losses - unfunded loan commitments for the periods indicated (dollars in thousands):
  Quarters Ended
Nine Months Ended
CHANGE IN THE ALLOWANCE FOR CREDIT LOSSES - UNFUNDED LOAN COMMITMENTS
CHANGE IN THE ALLOWANCE FOR CREDIT LOSSES - UNFUNDED LOAN COMMITMENTS
CHANGE IN THE ALLOWANCE FOR CREDIT LOSSES - UNFUNDED LOAN COMMITMENTSCHANGE IN THE ALLOWANCE FOR CREDIT LOSSES - UNFUNDED LOAN COMMITMENTSSep 30, 2023Jun 30, 2023Sep 30, 2022Sep 30, 2023Sep 30, 2022
Balance, beginning of periodBalance, beginning of period$14,664 $13,443 $14,246 $14,721 $12,432 
Provision (recapture) for credit losses - unfunded loan commitments346 1,221 (205)289 1,609 
Balance, beginning of period
Balance, beginning of period
Recapture of provision for credit losses - unfunded loan commitments
Recapture of provision for credit losses - unfunded loan commitments
Recapture of provision for credit losses - unfunded loan commitments
Balance, end of periodBalance, end of period$15,010 $14,664 $14,041 $15,010 $14,041 
Balance, end of period
Balance, end of period

The increasedecrease in the allowance for credit losses - unfunded loan commitments for the current quarter primarily reflects an increasea decrease in the balance of unfunded loan commitments as of September 30, 2023.in the construction portfolio.

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Non-interest Income. The following table presents the key components of non-interest income for the periods indicated (dollars in thousands):
Quarters EndedNine Months Ended September 30,
Sep 30, 2023Jun 30, 2023Change AmountChange Percent20232022Change AmountChange Percent
Quarters Ended
Quarters Ended
Quarters Ended
Mar 31, 2024Mar 31, 2024Dec 31, 2023Change AmountChange PercentMar 31, 2023Change AmountChange Percent
Deposit fees and other service chargesDeposit fees and other service charges$10,916 $10,600 $316 3.0 %$32,078 $33,638 $(1,560)(4.6)%Deposit fees and other service charges$11,022 $$9,560 $$1,462 15.3 15.3 %$10,562 $$460 4.4 4.4 %
Mortgage banking operationsMortgage banking operations2,049 1,686 363 21.5 6,426 8,523 (2,097)(24.6)
Bank owned life insuranceBank owned life insurance2,062 2,386 (324)(13.6)6,636 5,674 962 17.0 
MiscellaneousMiscellaneous942 1,428 (486)(34.0)4,010 5,423 (1,413)(26.1)
17,486
Net loss on sale of securities
Net change in valuation of financial instruments carried at fair value
15,969 16,100 (131)(0.8)49,150 53,258 (4,108)(7.7)
Net (loss) gain on sale of securities(2,657)(4,527)1,870 (41.3)(14,436)473 (14,909)nm
Net change in valuation of financial instruments carried at fair value(654)(3,151)2,497 (79.2)(4,357)650 (5,007)nm
Gain on sale of branches, including related deposits— — — nm— 7,804 (7,804)(100.0)
Total non-interest incomeTotal non-interest income$12,658 $8,422 $4,236 50.3 %$30,357 $62,185 $(31,828)(51.2)%
Total non-interest income
Total non-interest income$11,591 $14,052 $(2,461)(17.5)%$9,277 $2,314 24.9 %

Non-interest income was $12.7 million for the quarter ended September 30, 2023, compared to $8.4 million for the preceding quarter, and was $30.4 million for the nine months ended September 30, 2023, compared to $62.2 million for the same period a year earlier. The increasedecrease in non-interest income during the current quarter compared to the preceding quarter was primarily due to a decreasedecreases in the net loss on the sale of securitiesmortgage banking operations revenue and an improvement in the change in the valuation of financial instruments.instruments carried at fair value during the current quarter, partially offset by increases in deposit fees and other service charges and miscellaneous non-interest income. The decreaseincrease in non-interest income for the nine months ended September 30, 2023, compared to the same period a year earlier was primarily due to a decrease in the net loss recorded during the current periodrecognized on the sale of securities, the recognition of a net loss for fair value adjustments on financial instruments carried at fair value, decreases in revenue from mortgage banking operations and deposit fees and other service charges, and a gain on sale of branches recognized during the nine months ended September 30, 2022.securities.

Deposit fees and other service charges decreased by $1.6 million, or 5%,increased for the nine monthsquarter ended September 30, 2023,March 31, 2024, compared to the same period a year earlier,preceding quarter primarily as a result of decreased deposit transaction activitya decrease in debit card expense and the discontinuation of certain deposit fees related to overdrafts during the nine months ended September 30, 2022.an increase in overdraft fee income.

Revenue from mortgage banking operations, including gains on one- to four-family and multifamily loan sales and loan servicing fees, decreased $2.1 million for the nine monthsquarter ended September 30, 2023,March 31, 2024, compared to the same periodpreceding quarter. The decrease from the preceding quarter primarily reflects a year earlier.$3.5 million reversal of the lower of cost or market adjustment on multifamily loans held for sale, which had been recognized during the preceding quarter due to the transfer of all remaining multifamily loans held for sale to the held for investment loan portfolio in the fourth quarter of 2023. In 2023, the Bank discontinued the origination of multifamily loans for sale into the secondary market. Gains on sales of one- to four-family loans resulted in income of $1.6 million and $4.2$1.3 million for the quarter and nine months ended September 30, 2023, respectively,March 31, 2024, compared to $1.5 million$882,000 in the preceding quarter, and $9.2$1.2 million for the nine months ended September 30, 2022.same period a year earlier. Home purchase activity accounted for 90%89% of one- to four-family mortgage loan originations in the thirdfirst quarter of 2023,2024, compared to 93%92% in the preceding quarter. Mortgage banking operations included a $456,000 lowerquarter and 88% in the first quarter of cost or market downward adjustment on multifamily held for sale loans2023.

Miscellaneous income increased for the quarter ended September 30, 2023, dueMarch 31, 2024, compared to increases in market interest rates during the third quarter of 2023. This compares to a $757,000 lower of cost or market downward adjustment recorded during the preceding quarter. There were no multifamily loans sold duringquarter primarily as a result of an increase in the third and second quarters of 2023. Mortgage banking revenue included a $919,000 lower of cost or market downward adjustmentgain on multifamily held for sale loans for the nine months ended September 30, 2023, due to increases in market interest rates during the nine months of 2023, as well as $87,000 of gain recognized on the sale of multifamily loans. This compares to a $3.3 million lower of cost or market downward adjustment recorded during the nine months ended September 30, 2022 due to increases in market interest rates, as well as $398,000 of gain recognized on the sale of multifamilySBA loans.

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The net loss on sale of securities inrecognized for the three and nine monthsquarter ended September 30, 2023March 31, 2024 reflects strategic sales of securities to minimize the impact of increasing rates on our securities portfolio. The net loss for fair value adjustments for changes in the valuation of financial instruments carried at fair value were due to declines in the current market valuation of investment securities held for trading and limited partnership investments.

Non-interest Expense.  The following table represents key elements of non-interest expense for the periods indicated (dollars in thousands):
Quarters EndedNine Months Ended September 30,
Sep 30, 2023Jun 30, 2023Change AmountChange Percent20232022Change AmountChange Percent
Quarters Ended
Quarters Ended
Quarters Ended
Mar 31, 2024Mar 31, 2024Dec 31, 2023Change AmountChange Percent.Mar 31, 2023Change AmountChange Percent
Salary and employee benefitsSalary and employee benefits$61,091 $61,972 $(881)(1.4)%$184,452 $181,957 $2,495 1.4 %Salary and employee benefits$62,369 $$60,111 $$2,258 3.8 3.8 %$61,389 $$980 1.6 1.6 %
Less capitalized loan origination costsLess capitalized loan origination costs(4,498)(4,457)(41)0.9 (12,386)(19,436)7,050 (36.3)
Occupancy and equipmentOccupancy and equipment11,722 11,994 (272)(2.3)35,686 38,512 (2,826)(7.3)
Information and computer data servicesInformation and computer data services7,118 7,082 36 0.5 21,347 19,451 1,896 9.7 
Payment and card processing servicesPayment and card processing services5,172 4,669 503 10.8 14,459 16,086 (1,627)(10.1)
Professional and legal expensesProfessional and legal expenses3,042 2,400 642 26.8 7,563 7,677 (114)(1.5)
Advertising and marketingAdvertising and marketing1,362 940 422 44.9 3,108 2,609 499 19.1 
Deposit insuranceDeposit insurance2,874 2,839 35 1.2 7,603 4,910 2,693 54.8 
State and municipal business and use taxesState and municipal business and use taxes1,359 1,229 130 10.6 3,888 3,389 499 14.7 
Real estate operations, netReal estate operations, net(383)75 (458)(610.7)(585)(132)(453)343.2 
Amortization of core deposit intangiblesAmortization of core deposit intangibles857 991 (134)(13.5)2,898 4,064 (1,166)(28.7)
Loss on extinguishment of debt— — — nm— 793 (793)(100.0)
Miscellaneous
Miscellaneous
MiscellaneousMiscellaneous6,175 5,671 504 8.9 17,884 18,402 (518)(2.8)
Total non-interest expenseTotal non-interest expense$95,891 $95,405 $486 0.5 %$285,917 $278,282 $7,635 2.7 %
Total non-interest expense
Total non-interest expense$97,641 $96,621 $1,020 1.1 %$94,621 $3,020 3.2 %
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Non-interest expense was $95.9 million for the quarter ended September 30, 2023, compared to $95.4 million for the preceding quarter, and $285.9 million for the nine months ended September 30, 2023, compared to $278.3 million for the same period last year. The increase in non-interest expense for the current quarter compared to the precedingprior quarter primarily reflects increases in payment and card processing services, professional and legal expenses, and miscellaneous expense, partially offset by a decreasean increase in salary and employee benefits. The current quarter included $996,000 of Banner Forward expenses related to the consolidation of two branch locations, as well as expenses related to the discontinuation of the multifamily loans originated for sale business line due to the continued lack of an active secondary market for originated loans.benefits, partially offset by decreases in professional and legal expense and advertising and marketing expense. The increase in non-interest expense for the nine months ended September 30, 2023,current quarter compared to the same periodquarter a year earlier wasago primarily due to an increasereflects increases in salary and employee benefits, a decrease in capitalized loan origination costs, and increases in information and computer data services and deposit insurance, partially offset by decreases in occupancy and equipment, payment and card processing services expense and amortization of core deposit intangibles.insurance expense.

Salary and employee benefits decreasedincreased for the quarter ended September 30, 2023,March 31, 2024, compared to the preceding quarter, primarily due to decreases in loan production related commissiontypically higher first quarter payroll taxes and 401(k) expense, and salaries and wages expense. Salary and employee benefits increased for the nine months ended September 30, 2023, compared to the same period last year, primarily due to normal annual salary and wage increases, partially offset by decreases in loan production related commissionas well as higher medical insurance expense.

Capitalized loan origination costsProfessional and legal expense decreased for the nine monthsquarter ended September 30, 2023,March 31, 2024, compared to the same period in the prior year, primarily due to decreased loan production compared to the same period last year.

Occupancy and equipment decreased for the nine months ended September 30, 2023, compared to the same period last year,preceding quarter, primarily due to a reduction in building rent expense during the current year as a result of exiting a large lease agreement in the second quarter of 2022.audit and regulatory expenses and other professional services.

InformationAdvertising and computer data services increasedmarketing expense decreased for the nine monthsquarter ended September 30, 2023,March 31, 2024, compared to the same period last year,preceding quarter, primarily due to an increasea decrease in computer software expenses.

Deposit insurance increased $2.7 million for the nine months ended September 30, 2023, compared to the same period last year due to an increase in the FDIC assessment rate in 2023.web-based advertising.

Our efficiency ratio was 62.10%67.55% for the current quarter, compared to 63.21%63.37% in the preceding quarter.quarter and 58.20% for the comparable quarter last year. Our adjusted efficiency ratio, a non-GAAP financial measure, was 59.00%63.70% for the current quarter, compared to 58.58%60.04% in the preceding quarter.quarter and 54.23% for the comparable quarter last year. The efficiency ratio for the current quarter reflects a reduction in total revenues and higher non-interest expenses during the current quarter compared to the prior quarter and the comparable quarter a year ago. See non-GAAP financial measure reconciliations presented above in the ThirdFirst Quarter 20232024 Highlights section.

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Income Taxes. For the quarter ended September 30, 2023,March 31, 2024, we recognized $10.7$8.8 million in income tax expense for an effective tax rate of 18.9%19.0%, which reflects our blended statutory tax rate reduced by the effect of tax-exempt income, certain tax credits, and tax benefits related to restricted stock vesting. Our statutory income tax rate is 23.5%23.7%, representing a blend of the statutory federal income tax rate of 21.0% and apportioned effects of the state income tax rates. For the quarter ended June 30,December 31, 2023, we recognized $9.2$10.7 million in income tax expense for an effective tax rate of 18.8%20.1%. For the nine monthsquarter ended September 30,March 31, 2023, we recognized $32.8$12.9 million in income tax expense for an effective tax rate of 18.9%, compared to $33.4 million in income tax expense for an effective tax rate of 19.1% for the same period in the prior year..


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Asset Quality

Maintaining a moderate risk profile by employing appropriate underwriting standards, avoiding excessive asset concentrations and aggressively managing troubled assets has been and will continue to be a primary focus for us. We actively engage with our borrowers to resolve adversely classified loans and other problem assets and effectively manage REO as a result of foreclosures.assets.

Non-Performing Assets:  Non-performing assets increased to $26.8were $29.9 million, or 0.17%0.19% of total assets, at September 30, 2023, from $23.4March 31, 2024, compared to $30.1 million, or 0.15%0.19% of total assets, at December 31, 2022.2023. Our allowance for credit losses - loans was $147.0$151.1 million, or 560%513% of non-performing loans, at September 30, 2023,March 31, 2024, compared to $141.5$149.6 million, or 615%506% of non-performing loans, at December 31, 2022.2023.

The following table sets forth information with respect to our non-performing assets at the dates indicated (dollars in thousands):
September 30, 2023December 31, 2022September 30, 2022 March 31, 2024December 31, 2023March 31, 2023
Nonaccrual Loans:Nonaccrual Loans:   Nonaccrual Loans:  
Secured by real estate:Secured by real estate:   Secured by real estate:  
CommercialCommercial$1,365 $3,683 $6,997 
Construction and land
Construction and land
Construction and landConstruction and land5,538 181 299 
One- to four-familyOne- to four-family5,480 5,236 2,381 
Commercial businessCommercial business5,289 9,886 1,462 
Agricultural business, including secured by farmlandAgricultural business, including secured by farmland3,170 594 594 
ConsumerConsumer3,378 2,126 1,779 
24,220 21,706 13,512 
Loans more than 90 days delinquent, still on accrual:Loans more than 90 days delinquent, still on accrual:   Loans more than 90 days delinquent, still on accrual:  
Secured by real estate:Secured by real estate:   Secured by real estate:  
Construction and land
Construction and land
Construction and land
One- to four-familyOne- to four-family1,799 1,023 1,556 
Commercial businessCommercial business— — 64 
ConsumerConsumer245 264 61 
Consumer
Consumer
2,044 1,287 1,681 
Total non-performing loansTotal non-performing loans26,264 22,993 15,193 
REO, net
REO, net
REO, netREO, net546 340 340 
Other repossessed assets held for saleOther repossessed assets held for sale— 17 17 
Total non-performing assetsTotal non-performing assets$26,810 $23,350 $15,550 
Total non-performing assets to total assetsTotal non-performing assets to total assets0.17 %0.15 %0.10 %
Total nonaccrual loans to loans before allowance for credit losses - loans0.23 %0.21 %0.14 %
Total non-performing assets to total assets
Total non-performing assets to total assets0.19 %0.19 %0.17 %
Total nonaccrual loans to loans before allowance for credit losses – loansTotal nonaccrual loans to loans before allowance for credit losses – loans0.26 %0.25 %0.25 %
Loans 30-89 days past due and on accrualLoans 30-89 days past due and on accrual$6,108 $17,186 $15,208 
Loans 30-89 days past due and on accrual
Loans 30-89 days past due and on accrual

For the ninethree months ended September 30, 2023,March 31, 2024, interest income was reduced by $1.2 million$560,000 as a result of nonaccrual loan activity, which includesincluded the reversal of $410,000$181,000 of accrued interest as of the date the loan was placed on nonaccrual. There was no interest income recognized on nonaccrual loans for the ninethree months ended September 30, 2023.March 31, 2024.

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The following table presents the Company’s portfolio of risk-rated loans and non-risk-rated loans by risk grade at the dates indicated (in thousands):
September 30, 2023December 31, 2022September 30, 2022 March 31, 2024December 31, 2023March 31, 2023
    
PassPass$10,467,498 $10,000,493 $9,672,473 
Special MentionSpecial Mention19,394 9,081 18,251 
SubstandardSubstandard124,525 137,150 136,372 
TotalTotal$10,611,417 $10,146,724 $9,827,096 
Total
Total

The decrease in substandard loans during the nine months ended September 30, 2023, primarily reflects risk rating upgrades as well as the payoffpaydowns and salepayoffs of substandard loans. The increase in special mention loans during the nine months ended September 30, 2023, primarily reflects risk rating downgrades from pass to special mention as well as risk rating upgrades from substandard to special mention.upgrades.

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Liquidity and Capital Resources

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

Our primary investing activity is the origination of loans and, in certain periods, the purchase of securities or loans.  During the ninethree months ended September 30,March 31, 2024 and 2023, and 2022, our loan originations, including originations of loans held for sale, exceeded our loan repayments by $666.6$120.4 million and $998.1$53.3 million, respectively. There were no loan purchases during the nine months ended September 30, 2023, and $103.3$4.7 million of loan purchases during the ninethree months ended September 30, 2022. This activity was funded primarily through borrowings.March 31, 2024, and no loan purchases during the three months ended March 31, 2023. During the ninethree months ended September 30,March 31, 2024 and 2023, and 2022, we received proceeds of $212.0$71.5 million and $388.9$50.4 million, respectively, from the sale of loans. Securities purchased during the ninethree months ended September 30,March 31, 2024 and 2023 and 2022 totaled $54.2$10.5 million and $797.3$26.4 million, respectively, and securities repayments, maturities and sales in those periods were $508.7$134.2 million and $362.1$203.9 million, respectively.
  
Our primary financing activity is gathering deposits. Total deposits decreasedincreased by $445.5$129.3 million during the ninethree months ended September 30, 2023, as a $1.18 billion decrease in core deposits was partially offset by the $734.8 million increase in certificates of deposit.The decline in deposits during the nine months of 2023 wasMarch 31, 2024, primarily due to interest rate sensitive clients moving a portion of their non-operating deposit balancesan increase in core deposits. Core deposits increased 1% to higher yielding investments during the first and second quarters of$11.67 billion at March 31, 2024, compared to $11.55 billion at December 31, 2023, partially offset by increasesprimarily reflecting an increase in deposits during the third quarter of 2023.savings accounts. Certificates of deposit are generally more vulnerable to competition and more price sensitive than other retail deposits and our pricing of those deposits varies significantly based upon our liquidity management strategies at any point in time.  At September 30, 2023,March 31, 2024, certificates of deposit totaled $1.46$1.49 billion, or 11% of our total deposits, including $1.37$1.39 billion which were scheduled to mature within one year.  The increase in certificates of deposit during 20232024 was due to a $162.9 million increase in brokered deposits, as well as clients seeking higher yields moving excess non-interest bearing funds from core deposit accounts to higher yieldinghigher-yielding certificates of deposit. While no assurance can be given as to future periods, historically, we have been able to retain a significant amount of our certificates of deposit as they mature.

The Bank’s estimated uninsured deposits were $4.18 billion or 31% of total deposits at March 31, 2024, compared to $4.08 billion or 31% of total deposits at September 30, 2023, compared to $4.84 billion or 35% of total deposits at December 31, 2022.2023. The estimated uninsured deposit calculation includes $300.2$316.6 million and $304.2$305.3 million of collateralized public deposits at September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively. Estimated uninsured deposits also includes cash held by the Company of $97.8$113.9 million and $77.2$108.2 million at September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively. Banner Bank’s estimated uninsured deposits, excluding collateralized public deposits and cash held at the holding company, were 28% of total deposits at September 30, 2023, compared to 33% of total deposits atboth March 31, 2024 and December 31, 2022.2023.

We had $140.0$52.0 million of FHLB advances at September 30, 2023,March 31, 2024, compared to $50.0$323.0 million at December 31, 2022.2023. Other borrowings decreased $44.4 millionincreased to $188.4$183.3 million at September 30, 2023March 31, 2024 from $232.8$182.9 million at December 31, 2022.2023. Subordinated notes, net of issuance costs decreased to $92.7$89.5 million at September 30, 2023,March 31, 2024, compared to $98.9$92.9 million at December 31, 2022, primarily2023, due to Banner Bank’s purchase of $6.5$3.5 million investment inof Banner’s subordinated debt during the secondfirst quarter of 2023.2024.

We must maintain an adequate level of liquidity to ensure the availability of sufficient funds to accommodate deposit withdrawals, to support loan growth, to satisfy financial commitments and to take advantage of investment opportunities. During the ninethree months ended September 30, 2023,March 31, 2024, we used our sources of funds primarily to fund loan growth and deposit outflows.growth. At September 30, 2023,March 31, 2024, we had outstanding loan commitments totaling $4.11$4.05 billion, relating to undisbursed loans in process and unused credit lines. While representing potential growth in the loan portfolio and lending activities, this level of commitments is proportionally consistent with our historical experience and does not represent a departure from normal operations.

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We generally maintain sufficient cash and readily marketable securities to meet short-term liquidity needs; however, our primary liquidity management practice to supplement deposits is to increase or decrease short-term borrowings, including FHLB advances and Federal Reserve Bank of San Francisco (FRBSF) borrowings.  We maintain credit facilities with the FHLB, which provide for advances that in the aggregate would equal the lesser of 45% of the Bank’s assets or adjusted qualifying collateral (subject to a sufficient level of ownership of FHLB stock).  At September 30, 2023,March 31, 2024, under these credit facilities based on pledged collateral, the Bank had $2.98$3.27 billion of available credit capacity. Advances under these credit facilities totaled $140.0$52.0 million at September 30, 2023.March 31, 2024. In addition, the Bank has been approved for participation in the FRBSF’s Borrower-In-Custody program. Under this program, based on pledged collateral, the Bank had available lines of credit of approximately $1.40$1.54 billion as of September 30, 2023,March 31, 2024, subject to certain collateral requirements, namely the collateral type and risk rating of eligible pledged loans. The Bank also had $122.2$118.8 million of additional borrowing capacity through the FRBSF’s bank term funding program. We had no funds borrowed from the FRBSF at September 30, 2023March 31, 2024 or December 31, 2022.2023. At September 30, 2023,March 31, 2024, the Bank also had uncommitted federal funds line of credit agreements with other financial institutions totaling $125.0 million. No balances were outstanding under these agreements as of September 30, 2023March 31, 2024 or December 31, 2022.2023. Availability of lines is subject to federal funds balances available for loan and continued borrower eligibility. These lines are intended to support short-term liquidity needs and the agreements may restrict consecutive day usage. Management believes it has adequate resources and funding potential to meet our foreseeable liquidity requirements.

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Banner is a separate legal entity from the Bank and, on a stand-alone level, must provide for its own liquidity, and pay its own operating expenses and cash dividends. At March 31, 2024, Banner (on an unconsolidated basis) had liquid assets of $114.2 million. Banner’s primary sources of funds consist of capital raised through dividends or capital distributions from the Bank, although there are regulatory restrictions on the ability of the Bank to pay dividends. We currently expect to continue our current practice of paying quarterly cash dividends on our common stock subject to our Board of Directors’ discretion to modify or terminate this practice at any time and for any reason without prior notice. Our current quarterly common stock dividend rate is $0.48 per share, as approved by our Board of Directors, which we believe is a dividend rate per share which enables us to balance our multiple objectives of managing and investing in the Bank, and returning a substantial portion of our cash to our shareholders. Assuming continued dividend payments during 20232024 at this rate of $0.48 per share, our average total dividend paid each quarter would be approximately $16.5 million based on the number of outstanding shares at September 30, 2023. At September 30, 2023, Banner (on an unconsolidated basis) had liquid assets of $98.0 million.March 31, 2024.

As noted below, Banner Corporation and its subsidiary bank continued to maintain capital levels significantly in excess of the requirements to be categorized as “Well-Capitalized” under applicable regulatory standards.  During the ninethree months ended September 30, 2023,March 31, 2024, total shareholders’ equity increased $64.2$11.8 million, to $1.52$1.66 billion.  At September 30, 2023,March 31, 2024, tangible common shareholders’ equity, which excludes goodwill and other intangible assets, was $1.14$1.29 billion, or 7.54%8.50% of tangible assets.  Tangible common shareholders’ equity represents a non-GAAP financial measure. See, non-GAAP financial measure reconciliations presented above in the ThirdFirst Quarter 20232024 Highlights sectionsection.

Capital Requirements

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

The capital adequacy requirements are quantitative measures established by regulation that require Banner and the Bank to maintain minimum amounts and ratios of capital.  The Federal Reserve requires Banner to maintain capital adequacy that generally parallels the FDIC requirements.  The FDIC requires the Bank to maintain minimum capital ratios of Total Capital, Tiertotal capital, tier 1 Capital,capital, and Common Equity Tiercommon equity tier 1 Capitalcapital to risk-weighted assets as well as Tiertier 1 Leverage Capitalleverage capital to average assets.  In addition to the minimum capital ratios, the Bank has to maintain a capital conservation buffer consisting of additional Common Equity Tiercommon equity tier 1 Capitalcapital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses. At September 30, 2023,March 31, 2024, Banner and the Bank each exceeded all regulatory capital requirements to be “well capitalized”.capitalized.”

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The actual regulatory capital ratios calculated for Banner Corporation and Banner Bank as of September 30, 2023,March 31, 2024, along with the minimum capital amounts and ratios, were as follows (dollars in thousands):
ActualMinimum to be Categorized as “Adequately Capitalized”Minimum to be Categorized as “Well-Capitalized” ActualMinimum to be Categorized as “Adequately Capitalized”Minimum to be Categorized as “Well-Capitalized”
AmountRatioAmountRatioAmountAmount AmountRatioAmountRatioAmountAmount
Banner Corporation—consolidatedBanner Corporation—consolidated      Banner Corporation—consolidated 
Total capital to risk-weighted assetsTotal capital to risk-weighted assets$1,873,419 14.34 %$1,045,239 8.00 %$1,306,548 10.00 %Total capital to risk-weighted assets$1,927,380 14.71 14.71 %$1,048,310 8.00 8.00 %$1,310,388 10.00 10.00 %
Tier 1 capital to risk-weighted assetsTier 1 capital to risk-weighted assets1,621,146 12.41 783,929 6.00 783,929 6.00 
Tier 1 leverage capital to average assetsTier 1 leverage capital to average assets1,621,146 10.40 623,306 4.00 n/a n/aTier 1 leverage capital to average assets1,667,720 10.71 10.71 622,892 622,892 4.00 4.00  n/a n/an/a
Common equity tier 1 capitalCommon equity tier 1 capital1,534,646 11.75 587,947 4.50 n/a n/aCommon equity tier 1 capital1,581,220 12.07 12.07 589,674 589,674 4.50 4.50  n/a n/an/a
Banner BankBanner Bank      Banner Bank 
Total capital to risk-weighted assetsTotal capital to risk-weighted assets1,768,801 13.54 1,045,221 8.00 1,306,526 10.00 
Tier 1 capital to risk-weighted assetsTier 1 capital to risk-weighted assets1,616,528 12.37 783,916 6.00 1,045,221 8.00 
Tier 1 leverage capital to average assetsTier 1 leverage capital to average assets1,616,528 10.38 623,184 4.00 778,980 5.00 
Common equity tier 1 capitalCommon equity tier 1 capital1,616,528 12.37 587,937 4.50 849,242 6.50 

ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk

Market Risk and Asset/Liability Management

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

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

The
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For Banner, the greatest source of interest rate risk to us results from the mismatch of maturities or repricing intervals for rate sensitive assets, liabilities and off-balance-sheet contracts.  This mismatch or gap is generally characterized by a substantially shorter maturity structure for interest-bearing liabilities than interest-earning assets, although our floating-rate assets tend to be more immediately responsive to changes in market rates than most deposit liabilities.  Additional interest rate risk results from mismatched repricing indices and formula (basis risk and yield curve risk), and product caps and floors and early repayment or withdrawal provisions (option risk), which may be contractual or market driven, that are generally more favorable to clients than to us.  An exception to this generalization is the beneficial effect of interest rate floors on a portion of our performing floating-rate loans, which help us maintain higher loan yields in periods when market interest rates decline significantly.  However, in a declining interest rate environment, as loans with floors are repaid they generally are replaced with new loans which have lower interest rate floors.  As of September 30, 2023,March 31, 2024, our loans with interest rate floors totaled $4.64$4.81 billion and had a weighted average floor rate of 4.29%4.48% compared to a current average note rate of 6.44%6.6%.  As of September 30, 2023, ourOur loans with interest rates at their floors at March 31, 2024, totaled $1.39$1.31 billion and had a weighted average note rate of 4.10%4.11%. The Company actively manages its exposure to interest rate risk through on-going adjustments to the mix of interest-earning assets and funding sources that affect the repricing speeds of loans, investments, interest-bearing deposits and borrowings.

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

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Sensitivity Analysis

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

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

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The following table setstables set forth, as of September 30, 2023,March 31, 2024, the estimated changes in our net interest income over one-year and two-year time horizons for our rate ramp and rate shock interest rate sensitivity scenarios, and the estimated changes in economic value of equity for our rate shock interest rate sensitivity scenario based on the indicated interest rate environments (dollars in thousands):
 Estimated Increase (Decrease) in
Change (in Basis Points) in Interest Rates (1)
Net Interest Income Next 12 MonthsNet Interest Income Next 24 MonthsEconomic Value of Equity
+300$(20,643)(3.5)%$(2,206)(0.2)%$(366,146)(13.7)%
+200(3,507)(0.6)20,684 1.6 (204,479)(7.6)
+1003,618 0.6 21,819 1.7 (85,045)(3.2)
0— — — — — — 
-100(22,514)(3.8)(62,100)(4.9)50,314 1.9 
-200(45,076)(7.6)(125,780)(9.9)59,101 2.2 
-300(70,180)(11.8)(197,924)(15.6)(28,752)(1.1)

Interest Rate Risk Indicators - Rate Ramp

 March 31, 2024
 Estimated Increase (Decrease) in
Change (in Basis Points) in Interest Rates (1)
Net Interest Income Next 12 MonthsNet Interest Income Next 24 Months
+300$(288)(0.1)%$3,751 0.3 %
+2002,458 0.4 15,694 1.3 
+1002,794 0.5 15,266 1.3 
0— — — — 
-100(7,228)(1.3)(32,094)(2.7)
-200(14,076)(2.5)(67,000)(5.6)
-300(21,091)(3.7)(103,685)(8.6)
(1)Assumes a gradual change in market interest rates at all maturities during the first year; however, no rates are allowed to go below zero.  The targeted Federal Funds Rate was between 5.25% and 5.50% at March 31, 2024.

Interest Rate Risk Indicators - Rate Shock
 March 31, 2024
 Estimated Increase (Decrease) in
Change (in Basis Points) in Interest Rates (1)
Net Interest Income Next 12 MonthsNet Interest Income Next 24 MonthsEconomic Value of Equity
+300$(11,229)(2.0)%$13,319 1.1 %$(308,148)(12.2)%
+2001,837 0.3 28,994 2.4 (180,915)(7.1)
+1005,836 1.0 25,542 2.1 (80,822)(3.2)
0— — — — — — 
-100(18,569)(3.3)(51,810)(4.3)47,081 1.9 
-200(38,088)(6.7)(109,010)(9.1)43,714 1.7 
-300(58,946)(10.3)(172,965)(14.4)(50,943)(2.0)
(1)Assumes an instantaneous and sustained uniform change in market interest rates at all maturities; however, no rates are allowed to go below zero.  The targeted Federal Funds Rate was between 5.25% and 5.50% at September 30, 2023.March 31, 2024.
 
Another monitoring tool for assessing interest rate risk is gap analysis.  The matching of the repricing characteristics of assets and liabilities may be analyzed by examining the extent to which assets and liabilities are interest sensitive and by monitoring an institution’s interest sensitivity gap.  An asset or liability is said to be interest sensitive within a specific time period if it will mature or reprice within that time period.  The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets anticipated, based upon certain assumptions, to mature or reprice within a specific time period and the amount of interest-bearing liabilities anticipated to mature or reprice, based upon certain assumptions, within that same time period.  A gap is considered positive when the amount of interest-sensitive assets exceeds the amount of interest-sensitive liabilities.  A gap is considered negative when the amount of interest-sensitive liabilities exceeds the amount of interest-sensitive assets.  Generally, during a period of rising rates, a negative gap would tend to adversely affect net interest income while a positive gap would tend to result in an increase in net interest income.  During a period of falling interest rates, a negative gap would tend to result in an increase in net interest income while a positive gap would tend to adversely affect net interest income.

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

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The following table presents our interest sensitivity gap between interest-earning assets and interest-bearing liabilities at September 30, 2023March 31, 2024 (dollars in thousands).  The following table sets forth the amounts of interest-earning assets and interest-bearing liabilities which are anticipated by us, based upon certain assumptions, to reprice or mature in each of the future periods shown.  At September 30, 2023,March 31, 2024, total interest-earning assets maturing or repricing within one year exceeded total interest-bearing liabilities maturing or repricing in the same time period by $2.23$1.97 billion, representing a one-year cumulative gap to total assets ratio of 14.35%12.68%.  The interest rate risk indicators and interest sensitivity gaps as of September 30, 2023March 31, 2024 are within our internal policy guidelines and management considers that our current level of interest rate risk is reasonable.
Within 6 MonthsAfter 6 Months
Within 1 Year
After 1 Year
Within 3 Years
After 3 Years
Within 5 Years
After 5 Years
Within 10 Years
Over 10 YearsTotal Within 6 MonthsAfter 6 Months
Within 1 Year
After 1 Year
Within 3 Years
After 3 Years
Within 5 Years
After 5 Years
Within 10 Years
Over 10 YearsTotal
Interest-earning assets: (1)
Interest-earning assets: (1)
       
Interest-earning assets: (1)
  
Construction loansConstruction loans$946,350 $74,436 $155,384 $35,493 $26,188 $152 $1,238,003 
Fixed-rate mortgage loansFixed-rate mortgage loans232,637 192,604 707,759 558,471 782,420 305,193 2,779,084 
Adjustable-rate mortgage loansAdjustable-rate mortgage loans1,079,037 348,098 1,331,944 922,267 430,577 32,111 4,144,034 
Fixed-rate mortgage-backed securitiesFixed-rate mortgage-backed securities83,500 92,533 337,395 417,082 853,710 1,004,548 2,788,768 
Adjustable-rate mortgage-backed securitiesAdjustable-rate mortgage-backed securities293,567 45 193 212 4,103 — 298,120 
Fixed-rate commercial/agricultural loansFixed-rate commercial/agricultural loans106,519 90,053 247,811 141,993 152,402 30,741 769,519 
Adjustable-rate commercial/agricultural loansAdjustable-rate commercial/agricultural loans883,233 23,836 75,429 64,472 3,589 — 1,050,559 
Consumer and other loansConsumer and other loans448,991 92,656 51,616 36,055 27,973 43,472 700,763 
Investment securities and interest-earning depositsInvestment securities and interest-earning deposits94,400 6,442 53,455 10,610 127,925 565,828 858,660 
Total rate sensitive assetsTotal rate sensitive assets4,168,234 920,703 2,960,986 2,186,655 2,408,887 1,982,045 14,627,510 
Interest-bearing liabilities: (2)
Interest-bearing liabilities: (2)
       
Interest-bearing liabilities: (2)
  
Regular savingsRegular savings250,247 164,406 552,999 418,059 656,643 709,099 2,751,453 
Interest checking accountsInterest checking accounts246,128 111,610 367,024 270,934 425,607 585,563 2,006,866 
Money market deposit accountsMoney market deposit accounts195,529 104,296 351,245 265,660 415,506 427,831 1,760,067 
Certificates of depositCertificates of deposit1,079,544 294,419 75,290 8,276 784 — 1,458,313 
FHLB advancesFHLB advances140,000 — — — — — 140,000 
Subordinated notesSubordinated notes— — 93,500 — — — 93,500 
Junior subordinated debenturesJunior subordinated debentures89,178 — — — — — 89,178 
Retail repurchase agreementsRetail repurchase agreements188,440 — — — — — 188,440 
Total rate sensitive liabilitiesTotal rate sensitive liabilities2,189,066 674,731 1,440,058 962,929 1,498,540 1,722,493 8,487,817 
Excess of interest-sensitive assets over interest-sensitive liabilitiesExcess of interest-sensitive assets over interest-sensitive liabilities$1,979,168 $245,972 $1,520,928 $1,223,726 $910,347 $259,552 $6,139,693 
Cumulative excess of interest-sensitive assetsCumulative excess of interest-sensitive assets$1,979,168 $2,225,140 $3,746,068 $4,969,794 $5,880,141 $6,139,693 $6,139,693 
Cumulative ratio of interest-earning assets to interest-bearing liabilitiesCumulative ratio of interest-earning assets to interest-bearing liabilities190.41 %177.70 %187.04 %194.36 %186.92 %172.34 %172.34 %Cumulative ratio of interest-earning assets to interest-bearing liabilities176.73 %161.56 %184.48 %190.53 %184.42 %164.45 %164.45 %
Interest sensitivity gap to total assetsInterest sensitivity gap to total assets12.76 1.59 9.81 7.89 5.87 1.67 39.59 
Ratio of cumulative gap to total assetsRatio of cumulative gap to total assets12.76 14.35 24.16 32.05 37.92 39.59 39.59 
 
(Footnotes on following page)
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Footnotes for Table of Interest Sensitivity Gap

(1)Adjustable-rate assets are included in the period in which interest rates are next scheduled to adjust rather than in the period in which they are due to mature, and fixed-rate assets are included in the period in which they are scheduled to be repaid based upon scheduled amortization, in each case adjusted to take into account estimated prepayments.  Mortgage loans and other loans are not reduced for allowances for credit losses and non-performing loans.  Mortgage loans, mortgage-backed securities, other loans and investment securities are not adjusted for deferred fees or unamortized acquisition premiums and discounts.
(2)Adjustable-rate liabilities are included in the period in which interest rates are next scheduled to adjust rather than in the period they are due to mature.  Although regular savings, demand, interest checking, and money market deposit accounts are subject to immediate withdrawal, based on historical experience management considers a substantial amount of such accounts to be core deposits having significantly longer maturities.  For the purpose of the gap analysis, these accounts have been assigned decay rates to reflect their longer effective maturities.  If all of these accounts had been assumed to be short-term, the one-year cumulative gap of interest-sensitive assets would have been $(3.2)a negative $3.5 billion, or (20.77)%negative 22.70% of total assets at September 30, 2023.March 31, 2024.

ITEM 4 – Controls and Procedures

The management of Banner Corporation is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934 (Exchange Act).  A control procedure, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that its objectives are met.  Also, because of the inherent limitations in all control procedures, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.  Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.  As a result of these inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Further, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

(a)Evaluation of Disclosure Controls and Procedures:  An evaluation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) was carried out under the supervision and with the participation of our Chief Executive Officer, Chief Financial Officer and several other members of our senior management as of the end of the period covered by this report.  Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023,March 31, 2024, our disclosure controls and procedures were effective in ensuring that the information required to be disclosed by us in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to our management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

(b)Changes in Internal Controls Over Financial Reporting:  In the quarter ended September 30, 2023,March 31, 2024, there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1 – Legal Proceedings

In the normal course of our business, we have various legal proceedings and other contingent matters pending. These proceedings and the associated legal claims are often contested and the outcome of individual matters is not always predictable. Furthermore, in some matters, it is difficult to assess potential exposure because the legal proceeding is still in the pretrial stage. These claims and counter claims typically arise during the course of collection efforts on problem loans or with respect to actions to enforce liens on properties in which we hold a security interest, although we also are subject to claims related to employment matters. Claims related to employment matters may include, but are not limited to, claims by our employees of discrimination, harassment, violations of wage and hour requirements, or violations of other federal, state, or local laws and claims of misconduct or negligence on the part of our employees. Some or all of these claims may lead to litigation, including class action litigation, and these matters may cause us to incur negative publicity with respect to alleged claims. Our insurance may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any litigation exceed our insurance coverage, they could have a material adverse effect on our financial condition and results of operation for any period. At September 30, 2023,March 31, 2024, we had accrued $14.8 million related to these legal proceedings. The ultimate outcome of these legal proceedings could be more or less than what we have accrued. We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, operations or cash flows, except as set forth below.

A class and collective action lawsuit, Bolding et al. v. Banner Bank, US Dist. Ct., WD WA., was filed against Banner Bank on April 17, 2017. The plaintiffs are former and/or current mortgage loan officers of AmericanWest Bank and/or Banner Bank, who allege that the employer bank failed to pay all required regular and overtime wages that were due pursuant to the Fair Labor Standards Act (FLSA) and related laws of the state respective to each individual plaintiff. The plaintiffs seek regular and overtime wages, plus certain penalty amounts and legal fees. On December 15, 2017, the Court granted the plaintiffs’ motion for conditional certification of a class with regard to the FLSA claims; following notice given to approximately 160 potential class members, 33 persons elected to “opt-in” as plaintiffs in the class. On October 10, 2018, the Court granted plaintiffs’ motion for certification of a different class of approximately 200 members, with regard to state law claims. Significant pre-trial motions were filed by both parties, including various motions by Banner Bank seeking to dismiss and/or limit the class claims. The Court granted in part and denied in part Banner Bank’s motions and has ultimately allowed the case to proceed. The Court ruled on the last of the pre-trial motions on September 13, 2021, increasing the likelihood of trial or settlement. The parties participated in a mediation in December 2022. The parties have executed a written settlement agreement and on October 4, 2023, the Court issued an order granting preliminary approval of the settlement. A fairness hearing has been scheduled forwas held on February 22, 2024, after which the Court entered a minute entry granting final approval of the settlement, awarding expenses in the amount of $303,000, and approving an award of $20,000 for each of the three class representatives. The Court reserved ruling on the amount of class counsel fees to be awarded. On February 22, 2024, the Court entered a written order granting final approval of the settlement. On February 23, 2024, the Court entered a written order awarding class counsel fees in the amount of $5.0 million and confirming the Court’s minute entry awarding expenses and awards to the class representatives. The Court-approved settlement agreement resolves the class action litigation and contains no admission of wrongdoing. The settlement structure requires Banner Bank to make available a total settlement fund of up to $15.0 million (the “Settlement Fund”) for the Courtpurpose of paying valid claims, class representative service awards, class counsel fees and expenses, and administration costs. The aggregate amount ultimately to determine whetherbe paid may be less than the settlement should be given final approval.Settlement Fund depending on the value of the valid claims submitted. No additional accruals are currently anticipated for these purposes.

ITEM 1A – Risk Factors

The following risk factor supplements, and should be readThere have been no material changes in conjunction with, the Company’s risk factors previously disclosed in Part 1, Item 1A of our Annual Report on2023 Form 10-K for the year ended December 31, 2022.

Risks related to recent events impacting the banking industry could adversely affect our stock price, results of operations and financial condition

The banking industry has been negatively impacted by the failures of Silicon Valley Bank and Signature Bank in March 2023, and First Republic Bank in May 2023. These failures have highlighted deposit-related risks to the banking industry, in particular the speed at which deposits can be moved. These events have led to decreased investor and depositor confidence in regional banks as well as increased volatility in the stock trading prices of regional banks, to varying degrees. Despite differences in business models across the banking industry, further concerns related to these events could adversely impact our deposits, liquidity, results of operations and the trading price of our stock.

10-K.
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ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds

(a) Not applicable.

(b) Not applicable.

(c) The following table provides information about repurchases of common stock by the Company during the quarter ended September 30, 2023:March 31, 2024:
Period
Total Number of Common Shares Purchased (1)
Average Price Paid per Common ShareTotal Number of Shares Purchased as Part of Publicly Announced AuthorizationMaximum Number of Remaining Shares that May be Purchased as Part of Publicly Announced Authorization
July 1, 2023 - July 31, 2023363 $47.41 — — 
August 1, 2023 - August 31, 202330 47.02 — — 
September 1, 2023 - September 30, 2023— — — — 
Total for quarter393 $47.38 — 
Period
Total Number of Common Shares Purchased (1)
Average Price Paid per Common ShareTotal Number of Shares Purchased as Part of Publicly Announced AuthorizationMaximum Number of Remaining Shares that May be Purchased as Part of Publicly Announced Authorization
January 1, 2024 - January 31, 202439 $48.44 — — 
February 1, 2024 - February 29, 2024353 45.32 — — 
March 1, 2024 - March 31, 202419,810 44.88 — — 
Total for quarter20,202 $44.89 — 

(1)    Includes 39320,202 shares surrendered by employees to satisfy tax withholding obligations upon the vesting of restricted stock grants during the three months ended September 30, 2023.March 31, 2024.

ITEM 3 – Defaults upon Senior Securities

Not Applicable.

ITEM 4 – Mine Safety Disclosures

Not Applicable.

ITEM 5 – Other Information

(a) None

(b) None

(c) None

During the quarter ended March 31, 2024, there were no Rule 10b5‑1 trading arrangements (as defined in Item 408(a) of Regulation S-K) or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted or terminated by any director or officer (as defined in Rule 16a‑1(f) under the Exchange Act) of the Company.
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ITEM 6 – Exhibits
ExhibitIndex of Exhibits
3{a}
3{b}
10{a}*
10{b}*
10{c}*
10{d}*
10{e}*
10{f}*
10{g}*
10{h}*
10{i}
10{j}i}*
10{k}j}*
10{k}*
10{l}*
10{m}*
10{n}*
10{o}*
31.1
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ExhibitIndex of Exhibits
31.2
32
101.INSInline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the XBRL documentdocument.
101.SCHInline XBRL Taxonomy Extension Schema DocumentDocument.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
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ExhibitIndex of ExhibitsDocument.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentDocument.
101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentDocument.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentDocument.
104The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023,March 31, 2024, formatted in Inline XBRL (included in Exhibit 101).
* Compensatory plan or arrangement.
72
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 Banner Corporation 
  
November 2, 2023May 7, 2024/s/ Mark J. Grescovich
 Mark J. Grescovich
 President and Chief Executive Officer
(Principal Executive Officer)
 
November 2, 2023May 7, 2024/s/ Robert G. Butterfield
 Robert G. Butterfield
 Executive Vice President, Treasurer and Chief Financial Officer
(Principal Financial and Accounting Officer)





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