Regulators give Banner (BANR) all‑clear on Pacific Financial deal
Rhea-AI Filing Summary
Banner Corporation, the holding company for Banner Bank, reports progress on its planned merger with Pacific Financial Corporation, holding company for Bank of the Pacific. Banner received a letter from the Federal Reserve stating it does not object to Banner’s requested waiver of the application requirement for the merger, and all regulatory approvals required for the merger have now been received. Banner and Pacific Financial jointly announced that they anticipate closing the merger on September 1, 2026, subject to satisfaction of remaining customary closing conditions under the April 30, 2026 Agreement and Plan of Merger. Banner is a $16.59 billion asset bank holding company operating in four Western states, while Pacific Financial reported $1.26 billion in total assets and a network of branches and loan production offices in Washington and Oregon as of June 30, 2026.
Positive
- All regulatory approvals obtained for the Pacific Financial merger, including a Federal Reserve non‑objection to an application waiver, reducing regulatory execution risk.
- The acquisition of Pacific Financial adds a bank with $1.26 billion in assets and a regional branch network, representing a strategic expansion relative to Banner’s $16.59 billion asset base.
Negative
- None.
Insights
Analyzing...
8-K Event Classification
2 items: 8.01, 9.01
2 items
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.
Key Figures
Banner total assets: $16.59 billion
Pacific Financial total assets: $1.26 billion
Anticipated merger closing date: September 1, 2026
+4 more
7 metrics
Banner total assets
$16.59 billion
Size of Banner Corporation as a bank holding company
Pacific Financial total assets
$1.26 billion
Total assets at June 30, 2026
Anticipated merger closing date
September 1, 2026
Expected closing date for Pacific Financial’s merger into Banner
Merger agreement date
April 30, 2026
Date of Agreement and Plan of Merger between Banner and Pacific Financial
Pacific Financial Washington branches
15 branches
Branches in specified Washington counties
Pacific Financial Oregon branches
3 branches
Branches in Clatsop and Clackamas counties, Oregon
Pacific loan production offices
2 offices
Loan production offices in Burlington, Washington and Salem, Oregon
Key Terms
Agreement and Plan of Merger, bank holding company, loan production offices, forward-looking statements
4 terms
Agreement and Plan of Merger regulatory
"entered into that certain Agreement and Plan of Merger, dated as of April 30, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
bank holding company financial
"Banner Corporation is a $16.59 billion bank holding company operating a commercial bank"
A bank holding company is a parent corporation that owns one or more banks and other financial businesses, like a household that controls several shops under the same roof. Investors care because this structure determines how the business is regulated, how it raises capital, pays dividends, and absorbs losses; it can make a banking group safer or riskier and affects the value and liquidity of the company’s shares.
loan production offices financial
"The Company also operated loan production offices in the communities of Burlington"
Loan production offices are small branches that focus on finding, interviewing and processing loan applications but typically do not take deposits or offer full banking services; think of them as a lender’s storefront that generates loan business without a full back-office bank branch. Investors watch them because they signal a bank’s strategy to grow lending in new areas with lower upfront cost, which can boost revenue but may raise oversight, credit quality and regulatory risks.
forward-looking statements regulatory
"This press release contains statements that constitute forward-looking statements within the meaning"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
What did Banner Corporation (BANR) announce regarding its merger with Pacific Financial?
Banner Corporation announced that all regulatory approvals for its merger with Pacific Financial have been received. This includes a Federal Reserve letter of non‑objection to an application waiver, positioning the parties to proceed toward closing once remaining customary conditions are met.
When do Banner Corporation (BANR) and Pacific Financial expect to close their merger?
Banner and Pacific Financial anticipate closing the merger on September 1, 2026. This expected date remains subject to the satisfaction of remaining customary closing conditions outlined in the Agreement and Plan of Merger.
What regulatory milestone did Banner Corporation (BANR) achieve for the Pacific Financial merger?
Banner received a Federal Reserve letter stating it does not object to a waiver of the application requirement for the merger. With this, the companies state that all required regulatory approvals for the transaction have been obtained.
How large is Banner Corporation (BANR) in terms of assets?
Banner Corporation reports being a bank holding company with $16.59 billion in total assets. It operates a commercial bank across four Western states through a branch network offering a full range of deposit and lending services.
What is the size and footprint of Pacific Financial being acquired by Banner (BANR)?
Pacific Financial reported $1.26 billion in total assets as of June 30, 2026. It operated 15 branches in several Washington counties, 3 branches in Oregon, and loan production offices in Burlington, Washington and Salem, Oregon.
When was the merger agreement between Banner (BANR) and Pacific Financial signed?
Banner and Pacific Financial entered into an Agreement and Plan of Merger dated April 30, 2026. Under this agreement, Pacific Financial will merge with and into Banner, subject to regulatory approvals and customary closing conditions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): August 14, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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:
[X ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[
[
[
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 8.01 Other Events.
As previously reported, Banner Corporation (“Banner”) and Pacific Financial Corporation (“Pacific Financial”) entered into that certain Agreement and Plan of Merger, dated as of April 30, 2026 (the “Merger Agreement”), pursuant to which Pacific Financial will merge with and into Banner (the “Merger”).
On August 14, 2026, Banner received a letter from the Federal Reserve stating it does not object to Banner’s previously requested waiver of the application requirement for the Merger. All regulatory approvals required for the Merger have now been received. On August 17, 2026, Banner and Pacific Financial issued a joint press release announcing that the parties anticipate closing the Merger on September 1, 2026, subject to the satisfaction of the remaining customary closing conditions.
A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Caution Regarding Forward-Looking Statements
This report contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including all statements in this report 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 Banner’s management and are subject to risks and uncertainties, many of which are beyond Banner’s 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, 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 are based on information as of the date of filing of this report. Banner undertakes no obligation to update or revise any forward-looking statement, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Joint Press Release of Banner Corporation and Pacific Financial Corporation dated August 17, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |||||||
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: August 17, 2026 | By: /s/ Robert G Butterfield | ||||
| Robert G Butterfield | |||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||
 |  | ||||
MEDIA RELEASE
FOR IMMEDIATE RELEASE
August 17, 2026
Banner Corporation and Pacific Financial Corporation Set Closing Date for Merger
WALLA WALLA, Wash. and ABERDEEN, Wash. Banner Corporation (“Banner”) (NASDAQ: BANR), the holding company for Banner Bank, and Pacific Financial Corporation (“Pacific Financial”) (OTCQX: PFLC), the holding company for Bank of the Pacific, today jointly announced important updates relating to the previously announced merger of Pacific Financial into Banner pursuant to that certain Agreement and Plan of Merger, dated as of April 30, 2026.
Banner has received a letter from the Federal Reserve stating it does not object to Banner’s previously requested waiver of the application requirement for the merger. All regulatory approvals required for the merger have now been received.
Banner and Pacific Financial anticipate closing the merger on September 1, 2026, subject to the satisfaction of the remaining customary closing conditions.
About Banner
Banner Corporation is a $16.59 billion bank holding company operating a commercial bank in four Western states through a network of branches offering a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans. Visit Banner Bank on the Web at www.bannerbank.com. Banner’s investor relations website is https://investor.bannerbank.com. The contents of Banner’s websites are not deemed to be incorporated by reference into this press release.
About Pacific Financial
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 Bank of the Pacific’s website at www.bankofthepacific.com. Pacific Financial Corporation’s investor relations website is https://ir.bankofthepacific.com. The contents of Pacific Financial’s websites are not deemed to be incorporated by reference into this press release.
Contacts
Robert G. Butterfield, CFO of Banner, (509) 527-3636
Carla Tucker, EVP AND CFO of Pacific Financial (360) 533-8873
Cautionary Note Regarding Forward-Looking Statements
As previously reported, Banner Corporation (“Banner”) and Pacific Financial Corporation (“Pacific Financial”) entered into that certain Agreement and Plan of Merger, dated as of April 30, 2026 (the “Merger Agreement”), pursuant to which Pacific Financial will merge with and into Banner (the “Merger”). This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including all statements in this report 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 Banner’s and Pacific Financial’s management and are subject to risks and uncertainties, many of which are beyond Banner’s or Pacific Financial’s 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, 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 are based on information at the time the statement is made. Neither Banner nor Pacific Financial undertakes any obligation to update or revise any forward-looking statement, except as required by law.