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FAIR VALUE OF FINANCIAL INSTRUMENTS
 6 Months Ended
Jun. 30, 2025
Fair Value Disclosures [Abstract]  
FAIR VALUE ACCOUNTING AND MEASUREMENT
The following table presents estimated fair values of the Company’s financial instruments as of June 30, 2025 and December 31, 2024, whether or not recognized or recorded in the Consolidated Statements of Financial Condition (dollars in thousands):
 June 30, 2025December 31, 2024
 LevelCarrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Assets:    
Cash and cash equivalents1$483,348 $483,348 $501,858 $501,858 
Securities—available-for-sale22,036,637 2,036,637 2,078,826 2,078,826 
Securities—available-for-sale327,944 27,944 25,685 25,685 
Securities—held-to-maturity2975,073 795,639 995,237 819,230 
Securities—held-to-maturity36,239 6,199 6,327 6,298 
Loans held for sale237,651 37,960 32,021 32,215 
Loans receivable, net311,529,872 11,413,939 11,199,135 10,894,024 
Equity securities1511 511 481 481 
FHLB stock335,151 35,151 22,451 22,451 
Bank-owned life insurance1316,365 316,365 312,549 312,549 
Mortgage servicing rights312,227 35,711 12,618 37,926 
SBA servicing rights31,038 1,038 869 869 
Investments in limited partnerships316,162 16,162 13,955 13,955 
Derivatives:
Interest rate swaps
210,964 10,964 14,507 14,507 
Interest rate lock and forward sales commitments
2,3629 629 331 331 
Liabilities:    
Demand, interest checking and money market accounts28,511,147 8,511,147 8,536,303 8,536,303 
Regular savings23,538,372 3,538,372 3,478,423 3,478,423 
Certificates of deposit21,477,772 1,470,631 1,499,672 1,492,829 
FHLB advances2565,000 565,000 290,000 290,000 
Other borrowings2117,112 117,112 125,257 125,257 
Subordinated notes, net2— — 80,278 78,832 
Junior subordinated debentures373,366 73,366 67,477 67,477 
Derivatives:
Interest rate swaps
221,468 21,468 30,184 30,184 
Interest rate lock and forward sales commitments
2,3497 497 2 2 
Risk participation agreement213 13 6 6 

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.
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 June 30, 2025 and December 31, 2024 (in thousands):
 June 30, 2025
 Level 1Level 2Level 3Total
Assets:    
Securities—available-for-sale    
U.S. Government and agency obligations$— $7,232 $— $7,232 
Municipal bonds— 126,201 — 126,201 
Corporate bonds— 83,003 27,944 110,947 
Mortgage-backed or related securities— 1,656,526 — 1,656,526 
Asset-backed securities— 163,675 — 163,675 
 — 2,036,637 27,944 2,064,581 
Loans held for sale(1)
— 26,328 — 26,328 
Equity securities511 — — 511 
SBA servicing rights— — 1,038 1,038 
Investment in limited partnerships— — 16,162 16,162 
Derivatives    
Interest rate swaps— 10,964 — 10,964 
Interest rate lock and forward sales commitments— — 629 629 
$511 $2,073,929 $45,773 $2,120,213 
Liabilities:    
Junior subordinated debentures
$— $— $73,366 $73,366 
Derivatives    
Interest rate swaps— 21,468 — 21,468 
Interest rate lock and forward sales commitments— 359 138 497 
Risk participation agreement— 13 — 13 
 $— $21,840 $73,504 $95,344 
 December 31, 2024
 Level 1Level 2Level 3Total
Assets:    
Securities—available-for-sale    
U.S. Government and agency obligations$— $7,933 $— $7,933 
Municipal bonds— 123,982 — 123,982 
Corporate bonds— 99,305 25,685 124,990 
Mortgage-backed or related securities— 1,676,848 — 1,676,848 
Asset-backed securities— 170,758 — 170,758 
 — 2,078,826 25,685 2,104,511 
Loans held for sale(1)
— 26,185 — 26,185 
Equity securities481 — — 481 
SBA servicing rights— — 869 869 
Investment in limited partnerships— — 13,955 13,955 
Derivatives    
Interest rate swaps— 14,507 — 14,507 
Interest rate lock and forward sales commitments— 221 110 331 
 $481 $2,119,739 $40,619 $2,160,839 
Liabilities:    
Junior subordinated debentures$— $— $67,477 $67,477 
Derivatives    
Interest rate swaps— 30,184 — 30,184 
Interest rate lock and forward sales commitments— — 2 2 
Risk participation agreement— 6 — 6 
 $— $30,190 $67,479 $97,669 

(1)    The unpaid principal balance of residential mortgage loans held for sale carried at fair value on a recurring basis was $25.5 million and $25.7 million at June 30, 2025 and December 31, 2024, 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.

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.
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 June 30, 2025 and December 31, 2024.  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 June 30, 2025 and December 31, 2024:
Weighted Average Rate or Range
Financial InstrumentsValuation TechniqueUnobservable InputsJune 30, 2025December 31, 2024
Corporate bonds (TPS)Discounted cash flowsDiscount rate8.55 %9.57 %
Junior subordinated debenturesDiscounted cash flowsDiscount rate8.55 %9.57 %
Loans individually evaluatedCollateral valuationsDiscount to appraised value
            0% to 50%
         0% to 75%
Interest rate lock commitmentsPricing modelPull-through rate89.11 %92.34 %
SBA servicing rightsDiscounted cash flowsConstant prepayment rate18.15 %18.85 %

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 June 30, 2025, or the passage of time, will result in negative fair value adjustments. At June 30, 2025, the discount rate utilized was based on a credit spread of 426 basis points and three-month SOFR of 429 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.
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 six months ended June 30, 2025 and 2024 (in thousands):
Three Months Ended June 30, 2025
 Level 3 Fair Value Inputs
 TPS SecuritiesBorrowings—Junior Subordinated DebenturesInterest Rate Lock and Forward Sales CommitmentsInvestments in Limited PartnershipsSBA Servicing Asset
Beginning balance$25,756 $67,711 $305 $15,025 $954 
Net change recognized in earnings79 — 186 92 84 
Net change recognized in accumulated other comprehensive income (AOCI)2,109 5,655 — — — 
Purchases, issuances and settlements— — — 443 — 
Ending balance at June 30, 2025$27,944 $73,366 $491 $15,560 $1,038 
Six Months Ended June 30, 2025
Level 3 Fair Value Inputs
TPS SecuritiesBorrowings—Junior Subordinated DebenturesInterest Rate Lock and Forward Sales CommitmentsInvestments in Limited PartnershipsSBA Servicing Asset
Beginning balance$25,685 $67,477 $108 $13,955 $869 
Net change recognized in earnings153 — 383 372 169 
Net change recognized in AOCI2,106 5,889 — — — 
Purchases, issuances and settlements— — — 1,233 — 
Ending balance at June 30, 2025$27,944 $73,366 $491 $15,560 $1,038 
Three Months Ended June 30, 2024
 Level 3 Fair Value Inputs
 TPSBorrowings—Junior Subordinated DebenturesInterest Rate Lock and Forward Sales CommitmentsInvestments in Limited PartnershipsSBA Servicing Asset
Beginning balance$25,357 $66,586 $218 $12,975 $849 
Net change recognized in earnings65 — 39 (164)(38)
Net change recognized in AOCI11 245 — — — 
Purchases, issuances and settlements— — — 606 — 
Ending balance at June 30, 2024$25,433 $66,831 $257 $13,417 $811 
Six Months Ended June 30, 2024
Level 3 Fair Value Inputs
TPS SecuritiesBorrowings—Junior Subordinated DebenturesInterest Rate Lock and Forward Sales CommitmentsInvestments in Limited PartnershipsSBA Servicing Asset
Beginning balance$25,304 $66,413 $251 $13,475 $740 
Net change recognized in earnings129 — 6 (1,094)71 
Net change recognized in AOCI— 418 — — — 
Purchases, issuances and settlements— — — 1,036 — 
Ending balance at June 30, 2024$25,433 $66,831 $257 $13,417 $811 

Interest income, dividends and amortization related to 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, and the change in fair value of TPS securities are recorded in other comprehensive income. The change in fair value of 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 June 30, 2025 and December 31, 2024 (in thousands):
 June 30, 2025
 Level 1Level 2Level 3Total
Loans individually evaluated$— $— $8,114 $8,114 
Real Estate Owned (REO)— — 6,801 6,801 
 December 31, 2024
 Level 1Level 2Level 3Total
Loans individually evaluated$— $— $6,590 $6,590 
REO— — 2,367 2,367 
The following table presents the gains and losses resulting from non-recurring fair value adjustments for the three and six months ended June 30, 2025 and 2024 (in thousands).
Three Months Ended June 30,Six Months Ended June 30,
2025202420252024
Loans individually evaluated$— $(347)$— $(347)

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.