Banner Corporation (BANR) urges Pacific Financial holders to vote on merger
Rhea-AI Filing Summary
Banner Corporation describes the ongoing proposed merger with Pacific Financial Corporation and the related special meeting of Pacific Financial shareholders scheduled for August 12, 2026. Shareholders are told that not voting will have the same effect as voting against the merger, making participation important regardless of holdings.
The Pacific Financial board unanimously recommends voting “FOR” the merger proposal, as described in the proxy statement/prospectus dated June 16, 2026. Banner has filed a registration statement on Form S-4 that includes this proxy statement/prospectus, and investors are urged to read it and related SEC filings, which are available free of charge online.
Positive
- None.
Negative
- None.
Filing Explained
If completed, the merger would issue Banner common stock, increasing share count and reducing existing holders’ percentage ownership; the amount is undisclosed.
This Form 425 continues solicitation before the
If the merger is completed, the additional Banner common stock described in the S-4 prospectus would increase the total share count and reduce existing holders’ percentage ownership absent offsets; this filing provides no share count, so the dilution cannot be sized.
Key Figures
Special meeting date: August 12, 2026
Record date: June 11, 2026
Proxy statement/prospectus date: June 16, 2026
+3 more
6 metrics
Special meeting date
August 12, 2026
Date of Pacific Financial’s special meeting to vote on the proposed merger
Record date
June 11, 2026
Record date for Pacific Financial shareholders entitled to receive the proxy statement/prospectus
Proxy statement/prospectus date
June 16, 2026
Date of the proxy statement/prospectus sent to Pacific Financial shareholders
Mailing start date
June 18, 2026
Approximate date the proxy statement/prospectus was first sent to shareholders
Form S-4 file number
333-296472
SEC file number for Banner’s registration statement on Form S-4
Proxy assistance phone
(866) 342-4884
Toll-free number for D.F. King assisting Pacific Financial shareholders with voting
Key Terms
registration statement on Form S-4, proxy statement/prospectus, record date, participants in the solicitation, +1 more
5 terms
registration statement on Form S-4 regulatory
"Banner has filed with the SEC a registration statement on Form S-4"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
proxy statement/prospectus regulatory
"a proxy statement of Pacific Financial and that constitutes a prospectus of Banner"
A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.
record date financial
"shareholders as of the close of business on June 11, 2026, the record date"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
participants in the solicitation regulatory
"may be deemed to be participants in the solicitation of proxies"
People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.
Section 10 of the Securities Act of 1933 regulatory
"except by means of a prospectus meeting the requirements of Section 10 of the Securities Act"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What is Banner Corporation (BANR) communicating about the Pacific Financial merger vote?
Banner Corporation is highlighting Pacific Financial’s special meeting to approve a proposed merger and stressing that failing to vote will have the same effect as a vote against the merger. Shareholders are urged to review the proxy statement/prospectus and submit voting instructions promptly.
How does not voting affect the Pacific Financial–Banner (BANR) merger proposal?
Not submitting voting instructions will have the same effect as a vote against the merger proposal. The communication notes that insufficient votes could require adjourning the special meeting to permit further solicitation of proxies from Pacific Financial shareholders.
What does the Pacific Financial board recommend on the merger with Banner (BANR)?
Pacific Financial’s board of directors unanimously recommends that shareholders vote “FOR” the merger proposal. The reasons for this recommendation are set out in the proxy statement/prospectus dated June 16, 2026, which was distributed to shareholders beginning on or about June 18, 2026.
Who are considered participants in the solicitation for the Pacific Financial–Banner (BANR) merger?
Banner, Pacific Financial, and certain of their directors, executive officers, and employees may be deemed participants in soliciting proxies from Pacific Financial shareholders. Details on their security holdings and interests appear in Banner’s 2026 proxy statement and the merger proxy statement/prospectus.
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Filed by Banner Corporation
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pursuant to Rule 425 under the Securities Act of 1933
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and deemed filed pursuant to Rule 14a-12
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under the Securities Exchange Act of 1934
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Subject Company: Pacific Financial Corporation
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SEC File No.: 333-296472
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Date: July 20, 2026
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1216 Skyview Dr.
Aberdeen Washington 98520
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PLEASE VOTE THE ENCLOSED PROXY TODAY!
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July 20, 2026
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Dear Shareholder,
According to our latest records, we have not received your voting instructions for the Special Meeting of Shareholders of Pacific Financial Corporation, which is to be held on Wednesday, August 12, 2026. Please note
that failing to vote will have the same effect as a vote against the proposed merger. Therefore, your vote is extremely important, no matter how many shares you hold. If we do not receive sufficient votes to approve
the merger proposal prior to or at the Special Meeting, we may need to adjourn the Special Meeting in order to permit further solicitation.
For the reasons set forth in the proxy statement/prospectus, dated June 16, 2026 and sent to you on or about June 18, 2026, the Pacific Financial Board of Directors unanimously recommends that you vote “FOR” the merger proposal. Please vote via the Internet or telephone as soon as possible or alternatively, please sign, date, and return the enclosed proxy card.
If you need assistance voting your Pacific Financial shares, please call D.F. King, which is providing assistance in connection with the Special Meeting, toll-free at (866) 342-4884. On behalf of Pacific Financial
management and its Board of Directors, thank you for your cooperation and continued support.
Sincerely,
/s/ Denise Portmann
Denise Portmann
President & CEO
FOUR EASY WAYS TO VOTE BEFORE THE SPECIAL MEETING
Important Additional Information and Where to Find It
In connection with the proposed merger with Pacific Financial Corporation (“Pacific Financial”), Banner Corporation (“Banner”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 (SEC File No. 333-296472) (as amended, the “registration statement”) that includes a proxy statement of Pacific Financial and that constitutes a prospectus of Banner with respect to the shares of Banner common
stock to be issued in the proposed merger. Beginning on or about June 18, 2026, a copy of the proxy statement/prospectus dated June 16,
2026 (the “proxy statement/prospectus”) was sent to Pacific Financial’s shareholders as of the close of
business on June 11, 2026, the record date established for the special meeting of shareholders of Pacific Financial.
This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other document that Banner has filed, or may file, with the SEC in connection with the proposed
transaction. INVESTORS AND SHAREHOLDERS OF PACIFIC FINANCIAL ARE URGED TO CAREFULLY READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ANY OTHER DOCUMENTS BANNER MAY FILE WITH THE SEC
IN CONNECTION WITH THE MERGER BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
The registration statement, the proxy statement/prospectus, any other relevant documents, and all other documents and reports Banner files with or furnishes to the SEC are (or, when filed, will be) available
free of charge under the from the SEC’s website at https://www.sec.gov. These documents also can be obtained free of charge through Banner’s investor relations website at https://investor.bannerbank.com by clicking on “SEC Filings” under the “Financials” tab. The websites referenced above are not deemed to be incorporated by reference into any Banner SEC filing.
Participants in the Solicitation
Banner, Pacific Financial, and certain of their directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders
of Pacific Financial in connection with the proposed merger. Information about such directors and executive officers of Banner and their direct or indirect interests, by security holdings or otherwise, can be found in Banner’s proxy statement in connection with its 2026 annual meeting of shareholders, as filed with the SEC on
April 6, 2026, and other documents subsequently filed by Banner with the SEC. To the extent holdings of common stock by Banner’s directors or executive officers have changed since the amounts set forth in such proxy statement, such changes have
been or will be reflected in filings with the SEC on Forms 3, 4, and 5. These documents can be obtained free of charge in the manner described above under “Important Additional Information and Where to Find It.”
Information about the directors and executive officers of Pacific Financial and their respective interests in the transaction, by security holdings or otherwise, can be found in the sections entitled “The Merger – Interests of certain persons in the merger” and “Beneficial Ownership of Pacific Financial Common Stock by Management Principal Shareholders” included in
the proxy statement/prospectus. You may obtain free copies of these documents using the sources indicated above.
No Offer or Solicitation
This communication is not intended to be, and shall not constitute, an offer to sell, buy or exchange or the solicitation of an offer to sell, buy or exchange any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.