What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-05 compared with 2025-05-06 · 195 added, 151 removed, 1172 unchanged (23% of the section changed)

3 unchanged sentences

(Unaudited) (In thousands, except shares and per share amounts)

March 31, 2025 and December 31, 2024

ASSETS March 31, 2025 December 31, 2024

June 30, 2025 and December 31, 2024

ASSETS June 30, 2025 December 31, 2024

Cash and due from banks $ 239,339 $ 203,402

38 unchanged sentences

Preferred stock - $ 0.01 par value per share, 500,000 shares authorized;

no shares outstanding at March 31, 2025 and December 31, 2024

no shares outstanding at June 30, 2025 and December 31, 2024

Common stock and paid in capital - $ 0.01 par value per share, 50,000,000 shares authorized;

34,489,972 shares issued and outstanding at March 31, 2025;

34,583,994 shares issued and outstanding at June 30, 2025;

34,459,832 shares issued and outstanding at December 31, 2024

1 unchanged sentence

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, 2025;

no shares issued and outstanding at June 30, 2025;

no shares issued and outstanding at December 31, 2024

9 unchanged sentences

(Unaudited) (In thousands, except shares and per share amounts)

For the Three Months Ended March 31, 2025 and 2024

Three Months Ended March 31,

For the Three and Six Months Ended June 30, 2025 and 2024

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

INTEREST INCOME:

53 unchanged sentences

(Unaudited) (In thousands)

For the Three Months Ended March 31, 2025 and 2024

Three Months Ended March 31,

For the Three and Six Months Ended June 30, 2025 and 2024

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

NET INCOME $ 45,496 $ 39,795 $ 90,631 $ 77,354

16 unchanged sentences

(Unaudited) (In thousands, except shares and per share amounts)

For the Three Months Ended March 31, 2025 and the Year Ended December 31, 2024

For the Six Months Ended June 30, 2025 and the Year Ended December 31, 2024

Common Stock and Paid in Capital Retained Earnings Accumulated Other Comprehensive (Loss) Income Total Shareholders’ Equity

36 unchanged sentences

Balance, March 31, 2025 34,489,972 1,308,967 772,412 ( 247,926 ) 1,833,453

Net income 45,496 45,496

Other comprehensive income, net of income tax 3,504 3,504

Accrual of dividends on common stock ($ 0.48 /share)

( 16,826 ) ( 16,826 )

Amortization of stock-based compensation related to restricted stock grants, net of shares surrendered 94,022 37 37

Balance, June 30, 2025 34,583,994 $ 1,309,004 $ 801,082 $ ( 244,422 ) $ 1,865,664

See Selected Notes to the Consolidated Financial Statements

2 unchanged sentences

(Unaudited) (In thousands)

For the Three Months Ended March 31, 2025 and 2024

Three Months Ended March 31,

For the Six Months Ended June 30, 2025 and 2024

Six Months Ended June 30,

OPERATING ACTIVITIES:

8 unchanged sentences

Decrease in deferred taxes 1,941 2,481

Increase in current taxes payable/receivable, net 6,955 6,273

(Decrease) increase in current taxes payable/receivable, net ( 4,348 ) 2,012

Stock-based compensation 4,913 4,652

1 unchanged sentence

Gain on sale of loans, excluding capitalized servicing rights ( 3,051 ) ( 2,486 )

Gain on disposal of real estate held for sale and property and equipment, net ( 140 ) ( 261 )

Loss (gain) on disposal of real estate held for sale and property and equipment, net 948 ( 368 )

Provision for credit losses 7,934 2,889

17 unchanged sentences

Purchase of FHLB stock ( 125,475 ) ( 86,940 )

Other 874 ( 35 )

Net cash (used by) provided from investing activities ( 61,794 ) 62,207

Investment in BOLI ( 39 ) ( 34 )

Net cash used by investing activities ( 292,585 ) ( 209,319 )

Continued on next page

2 unchanged sentences

(Unaudited) (In thousands)

For the Three Months Ended March 31, 2025 and 2024

Three Months Ended March 31,

For the Six Months Ended June 30, 2025 and 2024

Six Months Ended June 30,

FINANCING ACTIVITIES:

Increase in deposits, net $ 12,893 $ 49,766

Repayment of overnight and short term FHLB advances, net ( 122,000 ) ( 271,000 )

Overnight and short term FHLB advances, net 275,000 75,000

Decrease in other borrowings, net ( 8,146 ) ( 16,921 )

Repayment of subordinated notes ( 80,500 ) —

Cash dividends paid ( 33,843 ) ( 33,620 )

Taxes paid related to net share settlement of equity awards ( 3,418 ) ( 2,066 )

Net cash used by financing activities ( 55,357 ) ( 158,861 )

Net cash provided from financing activities 161,986 72,159

NET CHANGE IN CASH AND CASH EQUIVALENTS ( 18,510 ) ( 7,006 )

1 unchanged sentence

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 483,348 $ 247,458

Three Months Ended March 31,

Six Months Ended June 30,

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Interest paid in cash $ 111,040 $ 107,158

Tax paid 16,592 8,781

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

9 unchanged sentences

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 Securities and Exchange Commission (SEC).

In preparing these financial statements, the Company has evaluated events and transactions subsequent to March 31, 2025, for potential recognition or disclosure.

In preparing these financial statements, the Company has evaluated events and transactions subsequent to June 30, 2025, 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.

23 unchanged sentences

The Company is evaluating this ASU, but does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements.

Compensation—Stock Compensation (Topic 718)

In March 2024, the FASB issued guidance within ASU 2024-01, Compensation—Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards .

The amendments in the ASU apply to companies that provide employees and non-employees with profits interest and similar awards to align compensation with the company’s operating performance and provide those holders with the opportunity to participate in future profits and/or equity appreciation of the company.

The purpose of the ASU is to clarify the application of the scope guidance in Accounting Standards Codification (ASC) paragraph 718-10-15-3 in determining if a profit interest award should be accounted for in accordance with Topic 718:

Compensation—Stock Compensation.

The amendment in ASC paragraph 718-10-15-3 is solely intended to improve the overall clarity and does not change the guidance.

This ASU would have been effective as of January 1, 2025 for the Company, however, as the Company does not currently provide these types of awards, the ASU is not applicable to the Company’s consolidated financial statements.

The amortized cost, gross unrealized gains and losses and estimated fair value of securities at March 31, 2025 and December 31, 2024 are summarized as follows (in thousands):

March 31, 2025

The amortized cost, gross unrealized gains and losses and estimated fair value of securities at June 30, 2025 and December 31, 2024 are summarized as follows (in thousands):

June 30, 2025

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value

6 unchanged sentences

$ 2,372,331 $ 4,375 $ ( 312,125 ) $ 2,064,581

March 31, 2025

June 30, 2025

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Allowance for Credit Losses

22 unchanged sentences

$ 1,001,861 $ 36 $ ( 176,072 ) $ 825,528 $ ( 297 )

Accrued interest receivable on held-to-maturity debt securities was $ 3.7 million and $ 4.2 million at March 31, 2025 and December 31, 2024, and was $ 9.2 million and $ 9.0 million on available-for-sale debt securities at March 31, 2025 and December 31, 2024, respectively.

Accrued interest receivable on held-to-maturity debt securities was $ 4.1 million and $ 4.2 million at June 30, 2025 and December 31, 2024, and was $ 8.5 million and $ 9.0 million on available-for-sale debt securities at June 30, 2025 and December 31, 2024, 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 March 31, 2025 and December 31, 2024, 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):

March 31, 2025

At June 30, 2025 and December 31, 2024, 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):

June 30, 2025

Less Than 12 Months 12 Months or More Total

27 unchanged sentences

$ 82,787 $ ( 871 ) $ 1,748,465 $ ( 355,971 ) $ 1,831,252 $ ( 356,842 )

At March 31, 2025, there were 199 securities—available-for-sale with unrealized losses, compared to 201 at December 31, 2024.

Management does not believe that any remaining individual unrealized loss as of March 31, 2025 or December 31, 2024 resulted from credit loss.

At June 30, 2025, there were 198 securities—available-for-sale with unrealized losses, compared to 201 at December 31, 2024.

Management does not believe that any remaining individual unrealized loss as of June 30, 2025 or December 31, 2024 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 securities—available-for-sale in a nonaccrual status at March 31, 2025 or December 31, 2024.

There were no securities—available-for-sale sold during the three months ended March 31, 2025.

The following table presents, for the three months ended March 31, 2024, the gross gains and losses on sales and partial calls of securities available-for-sale (in thousands):

Three Months Ended March 31, 2024

There were no securities—available-for-sale in a nonaccrual status at June 30, 2025 or December 31, 2024.

There were no securities—available-for-sale sold during the three and six months ended June 30, 2025.

The following table presents gross gains and losses on sales and partial calls of securities available-for-sale (in thousands):

Three months ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Available-for-Sale:

2 unchanged sentences

Balance, end of the period $ ( 3 ) $ ( 562 ) $ ( 3 ) $ ( 5,465 )

The following table presents the amortized cost and estimated fair value of securities at March 31, 2025, by contractual maturity and does not reflect any required periodic payments (in thousands).

The following table presents the amortized cost and estimated fair value of securities at June 30, 2025, 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.

March 31, 2025

June 30, 2025

Available-for-Sale Held-to-Maturity

5 unchanged sentences

$ 2,372,331 $ 2,064,581 $ 981,614 $ 801,838

The following table presents, as of March 31, 2025, investment securities which were pledged to secure borrowings, public deposits or other obligations as permitted or required by law (in thousands):

March 31, 2025

The following table presents, as of June 30, 2025, investment securities which were pledged to secure borrowings, public deposits or other obligations as permitted or required by law (in thousands):

June 30, 2025

Carrying Value Amortized Cost Fair Value

10 unchanged sentences

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 March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025

The following tables summarize the amortized cost of held-to-maturity debt securities by credit rating at June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025

Government and agency obligations Municipal bonds Corporate bonds Mortgage-backed or related securities Total

8 unchanged sentences

LOANS RECEIVABLE AND THE ALLOWANCE FOR CREDIT LOSSES - LOANS

The following table presents the loans receivable at March 31, 2025 and December 31, 2024 by class (dollars in thousands).

March 31, 2025 December 31, 2024

The following table presents the loans receivable at June 30, 2025 and December 31, 2024 by class (dollars in thousands).

June 30, 2025 December 31, 2024

Amount Percent of Total Amount Percent of Total

21 unchanged sentences

Net loans $ 11,529,872 $ 11,199,135

Loan amounts are net of unearned loan fees in excess of unamortized costs of $ 15.4 million as of March 31, 2025, and $ 15.5 million as of December 31, 2024.

Net loans include net discounts on acquired loans of $ 3.2 million and $ 3.5 million as of March 31, 2025 and December 31, 2024, respectively.

Loan amounts are net of unearned loan fees in excess of unamortized costs of $ 16.9 million as of June 30, 2025, and $ 15.5 million as of December 31, 2024.

Net loans include net discounts on acquired loans of $ 2.9 million and $ 3.5 million as of June 30, 2025 and December 31, 2024, respectively.

Net loans does not include accrued interest receivable.

Accrued interest receivable on loans was $ 51.0 million as of March 31, 2025, and $ 47.7 million as of December 31, 2024 and was reported in accrued interest receivable on the Consolidated Statements of Financial Condition.

The Company had pledged $ 8.1 billion and $ 7.9 billion of loans as collateral for FHLB and other borrowings at March 31, 2025 and December 31, 2024, respectively.

Accrued interest receivable on loans was $ 52.2 million as of June 30, 2025, and $ 47.7 million as of December 31, 2024 and was reported in accrued interest receivable on the Consolidated Statements of Financial Condition.

The Company had pledged $ 8.1 billion and $ 7.9 billion of loans as collateral for FHLB and other borrowings at June 30, 2025 and December 31, 2024, respectively.

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.

The following table presents the amortized cost basis and financial effect of loans at March 31, 2025, that were both experiencing financial difficulty and modified during the three months ended March 31, 2025 (in thousands).

There were no loans modified related to borrowers experiencing financial difficulty during the three months ended March 31, 2024.

March 31, 2025

The following table presents the amortized cost basis and financial effect of loans at June 30, 2025, that were both experiencing financial difficulty and modified during the six months ended June 30, 2025 (in thousands).

There were no loans modified related to borrowers experiencing financial difficulty during the six months ended June 30, 2024.

June 30, 2025

Term Extension Total

2 unchanged sentences

Total $ 5,335 $ 5,335

The Company had no commitments to lend additional amounts to the borrowers included in the previous table as of March 31, 2025.

The Company has committed to lend additional amounts totaling $ 1.9 million to the borrowers included in the previous table as of June 30, 2025.

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 follow ing tables present the performance at March 31, 2025 and 2024 of loans that had been modified in the previous 12 months (in thousands).

March 31, 2025

The follow ing tables present the performance at June 30, 2025 and 2024 of loans that had been modified in the previous 12 months (in thousands).

June 30, 2025

30-59 Days Past Due 60-89 Days Past Due 90 Days or More Past Due Nonaccrual Total

1 unchanged sentence

Total $ — $ — $ — $ 1,460 $ 1,460

March 31, 2024

June 30, 2024

30-59 Days Past Due 60-89 Days Past Due 90 Days or More Past Due Nonaccrual Total

3 unchanged sentences

Total $ — $ — $ — $ 2,767 $ 2,767

The following table presents the financial effect of the loan modifications presented above for borrowers experiencing financial difficulty for the three months ended March 31, 2025:

Three Months Ended March 31, 2025

Loans are considered to be in payment default at 90 or more days past due.

The following tables present the amortized cost basis of modified loans that, within twelve months of the modification date, experienced a subsequent default during the six months ended June 30, 2025:

June 30, 2025

Term Extension Total

Commercial business $ 1,460 $ 1,460

Total $ 1,460 $ 1,460

The following table presents the financial effect of the loan modifications presented above for borrowers experiencing financial difficulty for the six months ended June 30, 2025:

Six Months Ended June 30, 2025

Weighted-Average Term Extension

38 unchanged sentences

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.

The following tables present the Company’s portfolio of risk-rated loans by class and by grade as of March 31, 2025 and December 31, 2024 (in thousands).

In addition, the tables include the gross charge-offs for the three months ended March 31, 2025 and the year ended December 31, 2024.

The following tables present the Company’s portfolio of risk-rated loans by class and by grade as of June 30, 2025 and December 31, 2024 (in thousands).

In addition, the tables include the gross charge-offs for the six months ended June 30, 2025 and the year ended December 31, 2024.

Revolving loans that are converted to term loans are treated as new originations in the tables 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.

March 31, 2025

June 30, 2025

Term Loans by Year of Origination Revolving Loans Total Loans

24 unchanged sentences

Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ —

March 31, 2025

June 30, 2025

Term Loans by Year of Origination Revolving Loans Total Loans

24 unchanged sentences

Current period gross charge-offs $ — $ — $ — $ — $ — $ — $ — $ —

March 31, 2025

June 30, 2025

Term Loans by Year of Origination Revolving Loans Total Loans

99 unchanged sentences

Total Agricultural business, including secured by farmland $ 24,292 $ 49,208 $ 30,144 $ 23,300 $ 16,113 $ 62,734 $ 134,489 $ 340,280

The following tables present the Company’s portfolio of non-risk-rated loans by class and delinquency status as of March 31, 2025 and December 31, 2024 (in thousands).

In addition, the tables include the gross charge-offs for the three months ended March 31, 2025 and the year ended December 31, 2024.

The following tables present the Company’s portfolio of non-risk-rated loans by class and delinquency status as of June 30, 2025 and December 31, 2024 (in thousands).

In addition, the tables include the gross charge-offs for the six months ended June 30, 2025 and the year ended December 31, 2024.

Revolving loans that are converted to term loans are treated as new originations in the tables 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.

March 31, 2025

June 30, 2025

Term Loans by Year of Origination Revolving Loans Total Loans

24 unchanged sentences

Current period gross charge-offs $ — $ — $ — $ — $ — $ 13 $ — $ 13

March 31, 2025

June 30, 2025

Term Loans by Year of Origination Revolving Loans Total Loans

60 unchanged sentences

Current period gross charge-offs $ 9 $ 50 $ 105 $ 71 $ 37 $ 211 $ 1,247 $ 1,730

The following tables provide the amortized cost basis of collateral-dependent loans as of March 31, 2025 and December 31, 2024 (in thousands).

The following tables provide the amortized cost basis of collateral-dependent loans as of June 30, 2025 and December 31, 2024 (in thousands).

Our collateral dependent loans presented in the tables below have no significant concentrations by property type or location.

March 31, 2025

June 30, 2025

Real Estate Accounts Receivable Equipment Inventory Total

26 unchanged sentences

Total $ 17,625 $ 1,789 $ 5,107 $ 427 $ 24,948

The following tables provide additional detail on the age analysis of the Company’s past due loans as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025

The following tables provide additional detail on the age analysis of the Company’s past due loans as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025

Past Due 60-89 Days

22 unchanged sentences

Total $ 6,302 $ 7,336 $ 34,126 $ 47,764 $ 11,642,609 $ 11,690,373 $ 14,520 $ 39,998 $ 2,976

(1) The Company did not recognize any interest income on non-accrual loans during the three months ended March 31, 2025.

(1) The Company did not recognize any interest income on non-accrual loans during the six months ended June 30, 2025.

December 31, 2024

24 unchanged sentences

(1) The Company did not recognize any interest income on non-accrual loans during the year ended December 31, 2024.

The following tables provide the activity in the allowance for credit losses by portfolio segment for the three months ended March 31, 2025 and 2024 (in thousands):

For the Three Months Ended March 31, 2025

The following tables provide the activity in the allowance for credit losses by portfolio segment for the three and six months ended June 30, 2025 and 2024 (in thousands):

For the Three Months Ended June 30, 2025

Commercial Real Estate Multifamily Real Estate Construction and Land Commercial Business Agricultural Business One- to Four-Family Residential Consumer Total

1 unchanged sentence

Beginning balance $ 40,076 $ 10,109 $ 32,042 $ 38,665 $ 5,641 $ 20,752 $ 10,038 $ 157,323

Provision/(recapture) for credit losses 907 ( 191 ) 2,082 457 936 107 ( 97 ) 4,201

Recoveries 53 — — 361 1 58 168 641

Charge-offs — — — ( 892 ) ( 362 ) — ( 410 ) ( 1,664 )

Ending balance $ 41,036 $ 9,918 $ 34,124 $ 38,591 $ 6,216 $ 20,917 $ 9,699 $ 160,501

For the Six Months Ended June 30, 2025

Commercial Real Estate Multifamily Real Estate Construction and Land Commercial Business Agricultural Business One- to Four-Family Residential Consumer Total

Allowance for credit losses - loans:

Beginning balance $ 40,830 $ 10,308 $ 29,038 $ 38,611 $ 5,727 $ 20,807 $ 10,200 $ 155,521

Provision/(recapture) for credit losses 96 ( 390 ) 5,086 3,255 840 ( 123 ) ( 14 ) 8,750

Recoveries 110 — — 918 11 246 287 1,572

Charge-offs — — — ( 4,193 ) ( 362 ) ( 13 ) ( 774 ) ( 5,342 )

Ending balance $ 41,036 $ 9,918 $ 34,124 $ 38,591 $ 6,216 $ 20,917 $ 9,699 $ 160,501

For the Three Months Ended June 30, 2024

Commercial Real Estate Multifamily Real Estate Construction and Land Commercial Business Agricultural Business One- to Four-Family Residential Consumer Total

Allowance for credit losses - loans:

Beginning balance $ 43,555 $ 9,293 $ 28,908 $ 35,544 $ 3,890 $ 20,432 $ 9,518 $ 151,140

(Recapture)/provision for credit losses ( 4,242 ) ( 1,040 ) 2,689 3,104 ( 40 ) 457 1,025 1,953

2 unchanged sentences

Ending balance $ 39,064 $ 8,253 $ 31,597 $ 38,835 $ 4,045 $ 20,906 $ 10,148 $ 152,848

For the Three Months Ended March 31, 2024

For the Six Months Ended June 30, 2024

Commercial Real Estate Multifamily Real Estate Construction and Land Commercial Business Agricultural Business One- to Four-Family Residential Consumer Total

7 unchanged sentences

Goodwill and Other Intangible Assets:

At March 31, 2025, intangible assets are comprised of goodwill and core deposit intangibles (CDI) acquired in business combinations.

At June 30, 2025, 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, 2024 and concluded that no further analysis was required as it was more likely than not that the fair value of Banner Bank, the reporting unit, exceeded 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 year ended December 31, 2024 and the three months ended March 31, 2025 (in thousands):

The following table summarizes the changes in the Company’s goodwill and other intangibles for the year ended December 31, 2024 and the six months ended June 30, 2025 (in thousands):

Goodwill CDI Total

3 unchanged sentences

Amortization — ( 911 ) ( 911 )

Balance, March 31, 2025 $ 373,121 $ 2,602 $ 375,723

The following table presents the estimated amortization expense with respect to CDI as of March 31, 2025, for the periods indicated (in thousands):

Balance, June 30, 2025 $ 373,121 $ 2,147 $ 375,268

The following table presents the estimated amortization expense with respect to CDI as of June 30, 2025, for the periods indicated (in thousands):

Estimated Amortization

7 unchanged sentences

However, if the fair value is greater than the amortized cost, the amount above the amortized cost is not recognized in the carrying value.

The unpaid principal balance of loans for which mortgage and SBA servicing rights have been recognized totaled $ 2.81 billion and $2.84 billion at March 31, 2025 and December 31, 2024, respectively.

Custodial accounts maintained in connection with this servicing totaled $ 21.7 million and $ 12.2 million at March 31, 2025 and December 31, 2024, respectively.

An analysis of the mortgage and SBA servicing rights for the three months ended March 31, 2025 and 2024 is presented below (in thousands):

Three Months Ended March 31,

The unpaid principal balance of loans for which mortgage and SBA servicing rights have been recognized totaled $ 2.80 billion and $ 2.84 billion at June 30, 2025 and December 31, 2024, respectively.

Custodial accounts maintained in connection with this servicing totaled $ 17.8 million and $ 12.2 million at June 30, 2025 and December 31, 2024, respectively.

An analysis of the mortgage and SBA servicing rights for the three and six months ended June 30, 2025 and 2024 is presented below (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Balance, beginning of the period $ 13,421 $ 14,293 $ 13,487 $ 14,649

4 unchanged sentences

Fair value adjustments (2)

84 ( 38 ) 169 71

Balance, end of the period $ 13,265 $ 14,010 $ 13,265 $ 14,010

2 unchanged sentences

These adjustments are estimated based on an independent dealer analysis by discounting estimated net future cash flows from servicing SBA loans.

Deposits consisted of the following at March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025 December 31, 2024

Deposits consisted of the following at June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025 December 31, 2024

Non-interest-bearing accounts $ 4,504,491 $ 4,591,543

13 unchanged sentences

Total brokered certificates of deposit $ 49,977 $ 50,346

Scheduled maturities and weighted average interest rates of certificates of deposit at March 31, 2025 are as follows (dollars in thousands):

March 31, 2025

Scheduled maturities and weighted average interest rates of certificates of deposit at June 30, 2025 are as follows (dollars in thousands):

June 30, 2025

Amount Weighted Average Rate

7 unchanged sentences

FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents estimated fair values of the Company’s financial instruments as of March 31, 2025 and December 31, 2024, whether or not recognized or recorded in the Consolidated Statements of Financial Condition (dollars in thousands):

March 31, 2025 December 31, 2024

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, 2025 December 31, 2024

Level Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value

39 unchanged sentences

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 March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025

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 1 Level 2 Level 3 Total

42 unchanged sentences

$ — $ 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 $ 19.8 million and $ 25.7 million at March 31, 2025 and December 31, 2024, respectively.

(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:

26 unchanged sentences

The fair value of these instruments is not considered to be material.

The fair value estimates presented herein are based on pertinent information available to management as of March 31, 2025 and December 31, 2024.

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 March 31, 2025 and December 31, 2024:

Weighted Average Rate or Range

Financial Instruments Valuation Technique Unobservable Inputs March 31, 2025 December 31, 2024

Financial Instruments Valuation Technique Unobservable Inputs June 30, 2025 December 31, 2024

Corporate bonds (TPS) Discounted cash flows Discount rate 8.55 % 9.57 %

9 unchanged sentences

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 March 31, 2025, or the passage of time, will result in negative fair value adjustments.

At March 31, 2025, the discount rate utilized was based on a credit spread of 526 basis points and three-month SOFR of 429 basis points.

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:

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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 months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31, 2025

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

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Purchases, issuances and settlements — — — 443 —

Ending balance at March 31, 2025 $ 25,756 $ 67,711 $ 305 $ 15,025 $ 954

Three Months Ended March 31, 2024

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 Securities Borrowings—Junior Subordinated Debentures Interest Rate Lock and Forward Sales Commitments Investments in Limited Partnerships SBA Servicing Asset

Beginning balance $ 25,685 $ 67,477 $ 108 $ 13,955 $ 869

Net change recognized in earnings 153 — 383 372 169

Net change recognized in AOCI 2,106 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

TPS Borrowings—Junior Subordinated Debentures Interest Rate Lock and Forward Sales Commitments Investments in Limited Partnerships SBA Servicing Asset

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Purchases, issuances and settlements — — — 606 —

Ending balance at March 31, 2024 $ 25,357 $ 66,586 $ 218 $ 12,975 $ 849

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 Securities Borrowings—Junior Subordinated Debentures Interest Rate Lock and Forward Sales Commitments Investments in Limited Partnerships SBA Servicing Asset

Beginning balance $ 25,304 $ 66,413 $ 251 $ 13,475 $ 740

Net change recognized in earnings 129 — 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.

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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 March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025

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 1 Level 2 Level 3 Total

5 unchanged sentences

REO — — 2,367 2,367

The following table presents the gains and losses resulting from non-recurring fair value adjustments for the three months ended March 31, 2025 (in thousands).

There were no gains or losses resulting from non-recurring fair value adjustments for the three months ended March 31, 2024.

Three Months Ended March 31,

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,

2025 2024 2025 2024

Loans individually evaluated $ — $ ( 347 ) $ — $ ( 347 )

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INCOME TAXES, DEFERRED TAXES, AND TAX CREDIT INVESTMENTS

As of March 31, 2025, the Company had a net deferred tax asset of $ 139.4 million.

In addition, the Company recognized $ 2.0 million of unrecognized tax benefits related to uncertain tax positions.

The Company recorded income tax expense of $ 10.7 million and $ 8.8 million for the three months ended March 31, 2025 and 2024, respectively, representing effective tax rates of 19.1 % and 19.0 %, respectively.

As of June 30, 2025, the Company had a net deferred tax asset of $ 136.5 million.

In addition, the Company has estimated $ 2.0 million of unrecognized tax benefits related to uncertain tax positions.

The Company recorded income tax expense of $ 21.2 million and $ 18.3 million for the six months ended June 30, 2025 and 2024, respectively, representing effective tax rates of 18.9 % and 19.1 %, respectively.

The effective tax rates differed from the statutory rate principally due to the effects of tax-exempt income, certain tax credits, and tax benefits related to restricted stock vesting.

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The current balance of these tax credit investments is included in other assets, while the unfunded commitments are included in accrued expenses and other liabilities on the Consolidated Statements of Financial Condition.

The following table presents the balances of the Company’s tax credit investments and related unfunded commitments at March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025 December 31, 2024

The following table presents the balances of the Company’s tax credit investments and related unfunded commitments at June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025 December 31, 2024

Tax Credit Investments:

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Unfunded commitments 86,343 94,416

The following table presents other information related to the Company’s tax credit investments for the three months ended March 31, 2025 and 2024 (in thousands):

Three Months Ended March 31,

The following table presents other information related to the Company’s tax credit investments for the three and six months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Tax credits and other tax benefits recognized $ 4,331 $ 3,163 $ 8,662 $ 6,326

1 unchanged sentence

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 months ended March 31, 2025 and 2024 (in thousands, except shares and per share data):

Three Months Ended March 31,

The following table reconciles basic to diluted weighted average shares outstanding used to calculate earnings per share data for the three and six months ended June 30, 2025 and 2024 (in thousands, except shares and per share data):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income $ 45,496 $ 39,795 $ 90,631 $ 77,354

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Anti-dilutive restricted stock excluded from the diluted average outstanding share calculation 20,428 119,057 — 119,057

(1) Anti-dilution occurs when the unrecognized compensation cost per share of restricted stock exceeds the current market price of the Company’s stock.

STOCK-BASED COMPENSATION PLANS

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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 March 31, 2025, 589,417 restricted stock units have been granted under the 2014 Plan of which 150,197 restricted stock units were unvested.

As of June 30, 2025, 587,437 restricted stock units have been granted under the 2014 Plan of which 99,535 restricted stock units were unvested.

No further awards will be granted under the 2014 Plan.

The Company reserved 900,000 shares of common stock for issuance under the 2018 Plan in connection with the exercise of awards.

As of March 31, 2025, 822,942 restricted stock units have been granted under the 2018 Plan of which 237,836 restricted stock units were unvested.

As of June 30, 2025, 898,482 restricted stock units have been granted under the 2018 Plan of which 229,825 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 March 31, 2025, 4,927 restricted stock shares and 9,798 restricted stock units have been granted under the 2023 Plan, all of which were unvested.

The expense associated with all restricted stock grants (including restricted stock shares and restricted stock units) was $ 2.2 million for both the three months ended March 31, 2025 and 2024.

Unrecognized compensation expense for these awards as of March 31, 2025, was $ 10.7 million and will be recognized over a weighted average period of 11 months.

As of June 30, 2025, 7,592 restricted stock shares and 117,180 restricted stock units have been granted under the 2023 Plan of which 2,665 restricted stock shares and 107,382 restricted stock units were unvested.

The expense associated with all restricted stock grants (including restricted stock shares and restricted stock units) was $ 2.7 million and $ 4.9 million for the three and six month periods ended June 30, 2025, and was $ 2.4 million and $ 4.7 million for the three and six month periods ended June 30, 2024, respectively.

Unrecognized compensation expense for these awards as of June 30, 2025, was $ 19.6 million and will be recognized over a weighted average period of 13 months.

COMMITMENTS AND CONTINGENCIES

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Contract or Notional Amount

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Commitments to extend credit $ 3,785,256 $ 3,857,782

1 unchanged sentence

Risk participation agreements 42,243 43,913

Derivatives also included in Note 12:

Commitments to originate loans held for sale 54,551 35,512

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In addition to the commitments disclosed in the table above, the Company is also committed to funding the unfunded portion of its tax credit investments, as well as the remaining unfunded portion of its investments in limited partnerships.

As of March 31, 2025 and December 31, 2024, the remaining outstanding commitments related to the unfunded tax credit investments and limited partnership investments were as follows (in thousands):

As of June 30, 2025 and December 31, 2024, the remaining outstanding commitments related to the unfunded tax credit investments and limited partnership investments were as follows (in thousands):

Unfunded commitment balance for:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Tax credit investments $ 86,343 $ 94,416

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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 March 31, 2025 and December 31, 2024 was $ 12.2 million and $ 13.6 million, respectively.

The Company’s allowance for credit losses - unfunded loan commitments at June 30, 2025 and December 31, 2024 was $ 12.8 million and $ 13.6 million, respectively.

Standby letters of credit are conditional commitments issued to guarantee a client’s performance or payment to a third party.

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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 months ended March 31, 2025 or March 31, 2024.

There were no counterparty default losses on forward contracts during the three and six months ended June 30, 2025 or June 30, 2024.

Market risk with respect to forward contracts arises principally from changes in the value of contractual positions due to changes in interest rates.

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These claims and counterclaims 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, there were no legal proceedings that management believes would have a material adverse effect on the results of operations or consolidated financial position at March 31, 2025.

In connection with certain asset sales, the Bank typically makes representations and warranties about the underlying assets conforming to specified guidelines.

11 unchanged sentences

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.

As of March 31, 2025 and December 31, 2024, the notional values or contractual amounts and fair values of the Company’s derivatives were as follows (in thousands):

As of June 30, 2025 and December 31, 2024, the notional values or contractual amounts and fair values of the Company’s derivatives were as follows (in thousands):

Asset Derivatives Liability Derivatives

March 31, 2025 December 31, 2024 March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024 June 30, 2025 December 31, 2024

Notional/ Contract Amount Fair Value Notional/ Contract Amount Fair Value Notional/ Contract Amount Fair Value Notional/ Contract Amount Fair Value

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The Company economically hedges the risk of changing interest rates associated with these one- to four-family residential loan commitments by entering into forward sales contracts to sell these 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 months ended March 31, 2025 and 2024, were as follows (in thousands):

Three Months Ended March 31,

Gains (losses) recognized in income within mortgage banking operations on non-designated hedging instruments for the three and six months ended June 30, 2025 and 2024, were as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Mortgage loan commitments $ 324 $ 40 $ 605 $ 73

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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 March 31, 2025 or December 31, 2024, it could have been required to settle its obligations under the agreements at the termination value.

As of March 31, 2025 and December 31, 2024, the Company had no obligations to dealer counterparties related to these agreements.

If the Bank had breached any of these provisions at June 30, 2025 or December 31, 2024, it could have been required to settle its obligations under the agreements at the termination value.

As of June 30, 2025 and December 31, 2024, 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 $ 17.8 million and $ 19.9 million as of March 31, 2025 and December 31, 2024, respectively.

The collateral posted included restricted cash of $ 16.9 million and $ 18.9 million as of March 31, 2025 and December 31, 2024, respectively.

Collateral posted against derivative liabilities was $ 16.7 million and $ 19.9 million as of June 30, 2025 and December 31, 2024, respectively.

The collateral posted included restricted cash of $ 15.8 million and $ 18.9 million as of June 30, 2025 and December 31, 2024, respectively.

Derivative assets and liabilities are recorded at fair value on the balance sheet.

3 unchanged sentences

The variation margin is treated as an adjustment to our cash collateral, as well as a corresponding adjustment to our derivative asset or liability.

The variation margin adjustment was a positive adjustment of $ 12.6 million and a positive adjustment of $ 15.6 million as of March 31, 2025 and December 31, 2024, respectively.

The following tables present additional information related to the Company’s derivative contracts, by type of financial instrument, as of March 31, 2025 and December 31, 2024 (in thousands):

March 31, 2025

The variation margin adjustment was a positive adjustment of $ 10.5 million and a positive adjustment of $ 15.6 million as of June 30, 2025 and December 31, 2024, respectively.

The following tables present additional information related to the Company’s derivative contracts, by type of financial instrument, as of June 30, 2025 and December 31, 2024 (in thousands):

June 30, 2025

Gross Amounts of Financial Instruments Not Offset in the Consolidated Statement of Financial Condition

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OPERATING DATA:

Quarters Ended

(In thousands) Mar 31, 2025 Dec 31, 2024 Mar 31, 2024

Quarters Ended Six Months Ended

(In thousands) Jun 30, 2025 Mar 31, 2025 Jun 30, 2024 Jun 30, 2025 Jun 30, 2024

Interest income $ 200,259 $ 193,868 $ 189,138 $ 394,127 $ 373,826

7 unchanged sentences

Quarters Ended

(In thousands) Mar 31, 2025 Dec 31, 2024 Mar 31, 2024

(In thousands) Jun 30, 2025 Mar 31, 2025 Dec 31, 2024 Jun 30, 2024

Cash and securities (1)

5 unchanged sentences

KEY FINANCIAL RATIOS:

Quarters Ended

Mar 31, 2025 Dec 31, 2024 Mar 31, 2024

Quarters Ended Six Months Ended

Jun 30, 2025 Mar 31, 2025 Jun 30, 2024 Jun 30, 2025 Jun 30, 2024

Performance Ratios:

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements