Pacific Financial Corporation Announces Shareholder Approval of Merger Agreement

Rhea-AI Summary

Pacific Financial Corporation (OTCQX: PFLC) reported that shareholders approved the April 30, 2026 Agreement and Plan of Merger with Banner Corporation at a special meeting held on August 12, 2026. Under the Merger Agreement, subject to satisfaction or waiver of specified conditions, Pacific Financial will merge with and into Banner, with Banner as the surviving entity.

The companies currently expect the merger to close in the third quarter of 2026, contingent on final regulatory approvals and other closing conditions. As of June 30, 2026, Pacific Financial had $1.26 billion in total assets, fifteen branches across several Washington counties, three branches in Oregon, and loan production offices in Burlington, Washington and Salem, Oregon.

Positive

• Shareholder approval of Merger Agreement with Banner on August 12, 2026
• Merger expected to close in third quarter 2026, subject to conditions
• Total assets of $1.26 billion as of June 30, 2026

Negative

• Merger closing remains subject to final regulatory approvals and other conditions
• Forward-looking statements highlight risk that merger may fail to close

AI-generated analysis. How Rhea-AI works. Not financial advice.

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ABERDEEN, Wash., Aug. 13, 2026 (GLOBE NEWSWIRE) -- Pacific Financial Corporation (OTCQX: PFLC), (the “Company”), the holding company for Bank of the Pacific, announced that at the special meeting of shareholders held on August 12, 2026, the Company’s shareholders approved the Agreement and Plan of Merger, dated as of April 30, 2026 (the “Merger Agreement”), between Banner Corporation (“Banner”) and the Company, pursuant to which, subject to satisfaction or waiver of certain conditions set forth in the Merger Agreement, the Company will merge with and into Banner, with Banner surviving the merger. The Company and Banner expect the closing of the merger to occur in the third quarter of 2026, subject to final regulatory approval and satisfaction or waiver of the other closing conditions set forth in the Merger Agreement.

ABOUT PACIFIC FINANCIAL CORPORATION

Pacific Financial Corporation of Aberdeen, Washington, is the bank holding company for Bank of the Pacific, a state chartered and federally insured commercial bank. Bank of the Pacific offers banking products and services to small-to-medium sized businesses and professionals in western Washington and Oregon. At June 30, 2026, the Company had total assets of $1.26 billion and operated fifteen branches in the communities of Grays Harbor, Pacific, Thurston, Whatcom, Skagit, Clark and Wahkiakum counties in the State of Washington, and three branches in the communities of Clatsop and Clackamas counties in Oregon. The Company also operated loan production offices in the communities of Burlington, Washington and Salem, Oregon. Visit the Company’s website at www.bankofthepacific.com. Member FDIC.

Cautions Concerning Forward-Looking Statements
This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other laws, including all statements in this release that are not historical facts or that relate to future plans or events. These forward-looking statements include, but are not limited to, statements relating to the expected timing of the merger. Such statements are based on information available at the time of communication and are based on current beliefs and expectations of the Company’s management and are subject to risks and uncertainties, many of which are beyond our control, which could cause actual events or results to differ materially from those projected, anticipated or implied. This risks and uncertainties include, but are not limited to, the risk that the parties may not meet expectations regarding the timing of the proposed merger, that required regulatory approvals may not be obtained or such approvals may be more difficult, time-consuming or costly than expected, there may be challenges in satisfying the other conditions to completion of the merger, or the merger may fail to close for any other reason. Any forward-looking statements in this communication are based on information at the time the statement is made. We undertake no obligation to update or revise any forward-looking statement. Readers of this release are cautioned not to put undue reliance on forward-looking statements.

Contacts:
Denise Portmann, President & CEO
Carla Tucker, EVP & CFO
360.533.8873

FAQ

What did Pacific Financial Corporation (OTCQX: PFLC) shareholders approve on August 12, 2026?

Pacific Financial shareholders approved the April 30, 2026 Agreement and Plan of Merger with Banner. According to the company, this approval allows Pacific Financial to move forward toward merging with and into Banner, subject to regulatory approvals and satisfaction or waiver of other closing conditions.

When is the Pacific Financial (PFLC) and Banner merger expected to close?

The merger is expected to close in the third quarter of 2026. According to Pacific Financial, this timing depends on obtaining final regulatory approvals and satisfying or waiving all other closing conditions outlined in the April 30, 2026 Merger Agreement.

What will happen to Pacific Financial Corporation after the merger with Banner?

Under the Merger Agreement, Pacific Financial will merge with and into Banner, and Banner will survive. According to the company, Pacific Financial will cease to exist as a separate holding company once the transaction closes, with Banner remaining as the surviving entity.

How large is Pacific Financial Corporation (PFLC) ahead of its merger with Banner?

Pacific Financial reported total assets of $1.26 billion as of June 30, 2026. According to the company, it operated fifteen branches in Washington, three branches in Oregon, and loan production offices in Burlington, Washington and Salem, Oregon at that date.

What risks could delay or prevent the Pacific Financial (PFLC) and Banner merger?

The merger could be delayed or fail if regulatory approvals are not obtained or are more difficult, time-consuming, or costly than expected. According to Pacific Financial, other risks include challenges satisfying remaining conditions to completion or other unforeseen reasons preventing closing.

What kind of bank does Pacific Financial Corporation operate before its merger with Banner?

Pacific Financial is the holding company for Bank of the Pacific, a state-chartered, federally insured commercial bank. According to the company, Bank of the Pacific serves small-to-medium sized businesses and professionals across communities in western Washington and Oregon.