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BANNER CORP

For the period ended Dec 31, 2025. Filed Feb 25, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 25, 2026

BANR$70.36+0.4%Stored close · as of Nov 9, 2026

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Contents

Personnel

Human Capital

At Banner, our employees are a critical component of our success. Because our business depends on our ability to retain, develop and attract top talent, we seek to provide a work environment that offers professional development opportunities, career growth, competitive compensation and comprehensive benefits. Employing the best talent we can—including individuals who possess a broad range of professional experiences and skills—better positions us to anticipate and meet the needs of our business and our clients.

As our business grows and evolves, the demand for qualified candidates continues to grow. Meanwhile, the pool of experienced candidates in the financial services industry is shrinking, presenting a growing challenge in securing top talent. To address this challenge, we have developed and continue to enhance a robust and comprehensive company-wide talent management program. This program encompasses talent acquisition and selection, performance coaching, career development, retention of top talent and succession planning. Our Board of Directors, through its Compensation and Human Capital Committee, provides oversight for our human capital strategies and compensation programs.

Talent Acquisition and Workforce Stability. To cultivate and recruit hard-to-fill positions, we partner closely with several colleges and universities with well-known programs relevant to our business. In 2025, we continued our Flexible Workplace Program that was formally launched in 2022, which provides hybrid and remote career opportunities. As of December 31, 2025, approximately 39% of our workforce was working hybrid or remote. Our willingness to accommodate flexible work arrangements underscores our commitment to supporting employee engagement and retention, and strengthening our leadership pipeline. Our voluntary employee turnover rate in 2025 was 14.6%.

Our employment application and hiring processes do not solicit prior compensation information from candidates. This approach helps ensure our new hire compensation is based on individual qualifications and roles, rather than being influenced by a candidate’s previous compensation history. In 2025, we hired 337 new employees into our workforce. We also accept relevant experience as an alternative to formal education requirements for many roles, to support expanded candidate pools.

Talent Development and Leadership Pipeline. We invest significant resources developing the talent needed to meet our business goals and to make us an employer of choice. We offer our employees a variety of professional development opportunities, including participation in industry conferences, instructor-led continuing education and training sessions. We also make available online training sessions that focus on industry, regulatory, business and leadership topics to help employees achieve their career goals, build management skills and lead their teams.

To foster a culture of growth and professional development, we launched a new leadership development program in 2024. This comprehensive, 12-month program represents a significant investment in our leaders and is intentionally aligned with the Bank’s strategic goals. In 2025, our inaugural class of 93 leaders successfully completed the program, and we welcomed a second class of 72 participants. This initiative reflects our commitment to building a robust talent pipeline—one that develops capable leaders, drives vision and purpose, cultivates innovation and strategic thinking, and supports continuous learning through experimentation. Grounded in eight core leadership competencies, the program equips leaders with the capabilities needed to navigate an evolving financial landscape and advance the Bank’s long‑term objectives.

To encourage advancement and growth within our organization, we provide information and guides to help individuals design their own career paths. With this strong focus on internal talent development, we filled 22% of all open positions in 2025 with internal candidates.

As part of our commitment to continuous learning, we require all employees to complete a variety of online training courses annually. These include both job-specific and general courses covering regulatory compliance, cybersecurity, fraud prevention, workplace standards, and ethics. We also encourage employees to enroll in outside education programs to broaden their knowledge and enhance job performance and we facilitate career growth by providing tuition assistance to help employees obtain bachelor’s and master’s degrees. This comprehensive approach underscores our dedication to nurturing a skilled and empowered workforce.

Succession Planning and Leadership Continuity. Recognizing the critical significance of succession planning for our CEO and other key executives, our Board of Directors takes an active role in overseeing and monitoring these efforts. Annually, the Board conducts a thorough review of our succession plans for senior leadership roles. The primary objective is to ensure that we consistently have the appropriate leadership talent in place, aligning with the organization’s long-term strategic plans. To facilitate this oversight, the Board’s Compensation and Human Capital Committee provides dedicated governance of talent development and succession planning for senior leadership roles.

Employee Engagement and Culture. Throughout 2025, we held quarterly virtual meetings with employees to communicate results and progress on strategic initiatives. We use anonymous employee surveys to gather valuable feedback on key initiatives, leveraging the results to enhance existing programs and develop new ones. In our commitment to fostering employee engagement and transparency, we share the survey results with our workforce. Additionally, senior leadership analyzes areas of progress or opportunities for improvement, prioritizing responsive actions and activities. In 2025, we earned Great Place to Work® certification with an overall engagement score of 86%. Beyond the formal engagement survey, we provide ongoing opportunities for managers and employees to ask questions, raise concerns and suggest ways to build a better and stronger company.

Total Rewards (Compensation and Benefits). We provide robust compensation and benefits programs to help meet the needs of our employees. These programs include, subject to eligibility policies, variable pay tied to performance for all employees, a 401(k) plan (including an employer match up to 4% of eligible earnings and immediate vesting), healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family care resources, flexible work schedules, employee assistance programs and tuition assistance. New employees are eligible for group benefits on the first day of the month following their hire date. For some employees, this means they become eligible for coverage in their first week of employment. We also grant long-term, stock-based incentive awards to a select group of senior leaders who we believe will play critical roles in the Company’s future. We believe our compensation program is competitive within the financial industry. We periodically review our plans and programs, as well as market surveys, to help ensure our compensation program is consistent with our level of performance and that we have a current understanding of peer practices.

We offer comprehensive health insurance coverage, including telehealth services, to employees working an average of at least 20 hours per week. Coverage is also available to eligible family members including domestic partners. Beyond traditional health insurance, we offer a range of mental health-related programs and benefits, including text-based and telehealth services, a 24-hour nurse line and an employee assistance program. Additionally, we offer virtual physical therapy benefits and virtual support for hypertension and diabetes, as well as subsidized child, adult and senior care planning services. To further support employees and their caregivers dealing with cancer, we offer cancer support services. This service provides dedicated cancer care coaches 24/7 to provide personalized guidance to navigate the complexities of cancer care.

In addition to our core benefits program, we recognize the importance of supporting employees during significant life events. Therefore, we offer parental leave, providing eight weeks of leave for both birth and non-birth parents, including adoption or surrogacy. Our benefits package also includes traditional sick leave up to 10 days per year and 12 weeks of short-term disability coverage. Furthermore, employees have the flexibility to take up to 16 paid personal hours each year to observe individual days of significance, such as religious holidays, culturally significant days, or other personal reasons. This comprehensive benefits package reflects our commitment to the well-being and work-life balance of our valued employees.

Pay Equity. Pay equity and pay transparency are foundational to our compensation philosophy and core values. We began conducting pay equity studies in 2017 in collaboration with external experts to methodically assess employee groups in similar roles. These studies consider various factors such as job location and experience to promote fair and objective pay comparisons. In 2025, we began leveraging a technology platform designed to measure, achieve and sustain pay equity. This technology enables us to integrate pay equity analyses into our core business processes, allowing us to conduct reviews as frequently as needed to support our strategic goals. Through continuous monitoring, we remain committed to identifying and addressing pay disparities, in alignment with our compensation philosophy and applicable laws.

Incentive Compensation Risk Management. We strive to align incentives with the risk and performance frameworks of the Company. The Company’s “pay for performance” philosophy connects individual, operating unit and Company results to compensation, providing employees with opportunities to share in the Company’s overall growth and success. We develop, execute and govern all incentive compensation plans to discourage imprudent or excessive risk-taking and balance financial reward in a manner that supports our clients, employees and Company.

Workplace Environment. We seek to hire the best and brightest—including individuals who possess a broad range of professional experiences and skills. We believe that a workplace that values collaboration, respect and diverse perspectives results in better outcomes for all our stakeholders and empowers our employees to make more meaningful contributions within our Company and communities.

We aim to maintain a work environment where every employee is treated with dignity and respect, is free from discrimination and harassment, and is allowed to devote their full attention and best efforts to performing their job to the best of their ability. Further, we maintain a Respectful Workplace Policy in alignment with this commitment. We strive to operate with an “open door policy” where employee concerns can be discussed anytime directly with leadership or human resources team members. We regularly conduct employee engagement surveys and exit surveys to help collect meaningful feedback to inform our human capital practices. We have always championed the principles of fairness, respect, and opportunity, ensuring that all employees are recognized and rewarded based on their merit, talent, contributions, and performance.

We are an employer partner in the Department of Defense’s Military Spouse Employment Partnership (MSEP). This partnership connects military spouses with employers committed to recruiting, hiring, promoting and retaining military spouses. As an MSEP partner, we have agreed to post job openings to the Partnership’s portal, increase employment opportunities for military spouses, provide career advancement opportunities to military spouses who perform well, and when possible, work to retain military spouses when they relocate. We also committed to tracking and reporting military spouse employment data.

In 2025, we continued our employee engagement efforts through five employee-led networking and resource groups. Our groups are open to all employees and provide opportunities for connection, discussion and professional growth.

We have a strong team collectively capable of professionally operating the business and fulfilling our vision. The following tables illustrate our workforce composition by level as of December 31, 2025, presented for transparency regarding our workforce profile:

FemaleMale
Workforce Composition:
Individual Contributor67%33%
Manager71%29%
Director*40%60%
Executive40%60%
Total workforce65%35%
  • Refers to director-level employees, not Board of Directors
Non-WhiteWhite
Workforce Composition:
Individual Contributor33%67%
Manager30%70%
Director*19%81%
Executive7%93%
Total workforce31%69%
  • Refers to director-level employees, not Board of Directors

Health, Safety and Well-being. The success of our business is fundamentally connected to the well-being of our employees. We provide employees and their families with access to a variety of programs to support their physical and mental health. We offer a wellness benefit that provides unlimited free one-on-one personal coaching in several different categories such as fitness, nutrition, life, and finances, as well as a range of tools to improve sleep quality. Most wellness benefits can be shared with up to five friends and family.

Community Engagement. We strive to be a good corporate citizen by encouraging employees to engage in the communities where they live and work. To encourage volunteering, we offer Community Connections, a program that offers employees up to 16 hours of paid time off to volunteer at non-profit organizations of their choice. We also encourage employees to serve in leadership roles in these organizations as part of their professional development. We are proud to support many local community organizations through financial contributions and employee-driven volunteerism, including Junior Achievement, United Way and hundreds of others.

Human Capital Metrics and Reporting. We capture critical metrics regarding human capital management on a quarterly basis and report them to the Compensation and Human Capital Committee of the Board of Directors. The Human Capital Management Dashboard includes a mixture of trending and point-in-time metrics designed to provide information and analysis of workforce composition, talent acquisition, workforce stability (retention, turnover, etc.), employee engagement, learning and development, and total rewards. As of December 31, 2025, we employed 1,930 full- and part-time employees and 4 temporary employees across our four-state footprint. Our employees are not represented by a collective bargaining agreement. As of December 31, 2025, 56% of our employees work in Washington State. We also have employees working in Oregon (20%), California (16%) and other states (8%). As of December 31, 2025, four generations were represented in our workplace with Millennials having the greatest representation (38%), followed by Gen-X (37%), Gen-Z (13%), and Boomers (12%).

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.