BANNER CORP

Certain matters in this Form 10-K 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:

•Adverse economic conditions in our market areas or other areas where we have lending relationships, due to factors such as employment levels, labor shortages, inflation, a recession, or slowed economic growth.

•Changes in the interest rate environment, including past increases or decreases in the Board of Governors of the Federal Reserve System’s (Federal Reserve) benchmark rate, which could adversely affect our revenues, expenses, asset values, debt obligations, and liquidity.

•Impact of inflation and the Federal Reserve’s monetary policies.

•Effects of any federal government shutdown.

•Credit risks from lending activities, including changes in loan delinquencies, write-offs, and the allowance for credit loss, and our ability to manage loan delinquency rates.

•Competitive pressures in the financial services industry, including repricing and competitors’ pricing initiatives on loan and deposit products.

•Changes in consumer spending and borrowing habits.

•Interest rate movements and the relative differences between short and long-term interest rates, loan and deposit rates, net interest margin, and funding sources.

•Impact of bank failures or adverse developments at other banks and related negative press on investor, depositor and borrower sentiment.

•Fluctuations in demand for loans, unsold homes, land, and real estate values.

•Expectations regarding key growth initiatives and strategic priorities.

•Ability to adapt to technological changes both internally and to meet client needs.

•Ability to access cost-effective funding and to control operating costs and expenses.

•Use of estimates in determining fair value of certain assets and liabilities, which may prove incorrect and significantly change valuations.

•Staffing fluctuations in response to product demand or corporate strategies, and potential associated charges.

•Disruptions, security breaches, or other adverse events, failures, or attacks on information technology systems or critical third-party vendors.

•Secondary market conditions for loans and ability to sell loans in the secondary market.

•Costs, effects, and outcomes of litigation.

•Legislative or regulatory changes, including changes in policies, principles, or interpretations of regulatory capital or other rules.

•Results of safety and soundness and compliance examinations by regulatory authorities, which may require restitution, increased reserves for credit losses, write-downs of assets, or changes in regulatory capital position, affecting liquidity and earnings.

•Availability of resources to address changes in laws, rules, or regulations, or to respond to regulatory actions.

•Quality and composition of our securities portfolio and impact of adverse changes in the securities markets.

•Inability of key third-party providers to perform their obligations.

•The potential imposition of new tariffs or changes to existing trade policies that could affect economic activity or specific industry sectors.

•Changes in accounting principles, policies, or guidelines, including additional guidance on and interpretation of accounting issues.

•Environmental, social, and governance goals and targets.

•Effects of climate change, severe weather, natural disasters, pandemics, public health crises, acts of war or terrorism, civil unrest and other external events on our business.

•Other economic, competitive, governmental, regulatory, and technological factors affecting operations, pricing, products, and services.

•Future acquisitions of other depository institutions or lines of business, and associated risks of goodwill impairment due to changes in our business or market conditions.

•Other risks detailed from time to time in our reports filed with and furnished to the U.S. Securities and Exchange Commission (SEC), including this Annual Report on Form 10-K.

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.

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. All references to “Banner” refer to Banner Corporation and those to the “Bank” refer to its wholly-owned subsidiary, Banner Bank.