Banner (NASDAQ: BANR) Q4 update and $0.50 cash dividend

Rhea-AI Filing Summary

Banner Corporation reported that it has released its earnings results for the quarter and full year ended December 31, 2025, and is sharing related investor presentation materials with investors and other stakeholders around its January 22, 2026 conference call.

The company also announced that its Board of Directors declared a regular quarterly cash dividend of $0.50 per share on its common stock. The dividend will be paid on February 13, 2026 to shareholders who are on record as of the close of business on February 3, 2026, providing ongoing cash returns to common stockholders.

8-K Event Classification

4 items: 2.02, 7.01, 8.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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0000946673false00009466732026-01-212026-01-21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 21, 2026

Banner Corporation

(Exact name of registrant as specified in its charter)

Washington

000-26584

91-1691604

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

10 S. First Avenue, Walla Walla, Washington 99362

(Address of principal executive offices) (Zip Code)

Registrant's telephone number (including area code) (509) 527-3636

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

BANR

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.*

On January 21, 2026, Banner Corporation issued its earnings release for the quarter and year ended December 31, 2025. A copy of the earnings release is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.*

Banner Corporation intends to review the investor presentation attached as Exhibit 99.2 to this Current Report on Form 8-K in conjunction with its earnings release conference call on January 22, 2026, and from time to time in presentations to investors and other stakeholders.

Item 8.01 Other Events.

On January 21, 2026, Banner Corporation announced its Board of Directors declared a regular quarterly cash dividend on Banner Corporation common stock of $0.50 per share, payable on February 13, 2026 to stockholders of record as of the close of business on February 03, 2026.

Item 9.01 Financial Statements and Exhibits.*

(d)    Exhibits

99.1    Press Release of Banner Corporation dated January 21, 2026.

99.2    Banner Corporation Investor Materials

104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

*    The information furnished under Item 2.02, Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of Banner Corporation under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BANNER CORPORATION
Date: January 21, 2026			By: /s/ Robert G Butterfield
			Robert G Butterfield
			Executive Vice President, Treasurer and Chief Financial Officer

FAQ

What did Banner Corporation (BANR) announce in this 8-K?

Banner Corporation announced it released its earnings results for the quarter and year ended December 31, 2025, and it declared a regular quarterly cash dividend on its common stock.

What is the amount of Banner Corporation's latest quarterly dividend?

Banner Corporation's Board of Directors declared a regular quarterly cash dividend of $0.50 per share on its common stock.

When will Banner Corporation (BANR) pay the declared dividend?

The $0.50 per share quarterly cash dividend is payable on February 13, 2026 to stockholders of record as of the close of business on February 3, 2026.

What period do the newly released Banner Corporation results cover?

The earnings release covers Banner Corporation's financial results for the quarter and year ended December 31, 2025.

What investor materials did Banner Corporation (BANR) reference?

Banner Corporation referenced an earnings release and an investor presentation, which it plans to review on its January 22, 2026 earnings conference call and use from time to time in presentations to investors and other stakeholders.

Does this Banner Corporation disclosure change how prior filings are treated?

The company stated that information provided under the specified items, including exhibits, is furnished and not deemed filed for liability purposes or automatically incorporated into other securities offerings unless specifically referenced.