邦纳 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCALYEAR ENDED DECEMBER31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THETRANSITION PERIOD FROM __________to__________ Commission File Number 0-26584BANNER CORPORATION(Exact name of registrant as specified in its charter) 91-1691604 Washington (State or other jurisdiction of incorporation(I.R.S. Employeror organization)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) 527-3636Securities registered pursuant to Section 12(b) of the Act: Common Stock, par value $.01 per shareBANRThe NASDAQ Stock Market LLC(Title of Each Class)(Trading Symbol)(Name of Each Exchange on Which Registered) Securities registered pursuant to section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ 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 of1934 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 suchfiling requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company oremerging growth company. See definition of "large accelerated filer," "acceleratedfiler," "smaller reporting company" and emerging growth companyin Rule 12b-2 of the Exchange Act: Accelerated 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 anynew or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U. S. C 7262(b)) by the registered public accounting firm thatprepared or issued its audit report. Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant based on the closing sales price of theregistrant’s common stock quoted on The NASDAQ Stock Market on June30, 2025, was:Common Stock – $2,183,779,995 (The exclusion from such amount of the market value of the shares owned by any person shall not be deemed an admission by the Registrantthat such person is an affiliate of the Registrant.) The number of shares outstanding of each of the classes of the registrant’s classes of common stock as of January31, 2026:Common Stock, $.01 par value – 34,097,856 shares Portions of Proxy Statement for Annual Meeting of Shareholders to be held May22, 2026 are incorporated by reference into Part III. BANNER CORPORATION AND SUBSIDIARIES Forward-Looking Statements PART I Item 1. Business GeneralLending ActivitiesAsset QualityInvestment ActivitiesDeposit Activities and Other Sources of FundsPersonnelTaxationCompetitionRegulationCorporate Information Item 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety Disclosures PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. ReservedItem 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsExecutive OverviewComparison of Financial ConditionComparison of Results of OperationsMarket Risk and Asset/Liability ManagementLiquidity and Capital ResourcesCapital RequirementsItem 7A.