[8-K] Banner Corp. Reports Material Event

Rhea-AI Filing Summary

Banner Corporation (NASDAQ: BANR) filed an 8-K (Item 8.01) on 24 July 2025 announcing a new share-repurchase authorization. The Board approved the buyback of up to 1,729,199 common shares, representing roughly 5% of the Company’s shares outstanding. No timetable, pricing parameters or funding details were disclosed. The accompanying press release (Exhibit 99.1) was incorporated by reference.

The authorization signals management’s confidence in Banner’s capital position and future prospects, while offering a potential earnings-per-share boost through reduced share count. Investors should monitor execution pace, aggregate cost and any impact on regulatory capital ratios.

Insights

Financial Analyst

TL;DR: 5% share buyback is capital-return positive; modest overall impact.

The 1.73 MM-share authorization (~$90-100 MM if executed near recent prices) equates to about one year’s free cash flow, indicating ample capital headroom. The move can lift EPS by up to 5% if fully completed and accretive, supporting valuation. However, absent guidance on timeline or pricing, near-term earnings effect is uncertain. Still, program size is meaningful for a regional bank of Banner’s scale and should be viewed favorably by income-oriented investors.

Risk Analyst

TL;DR: Buyback increases leverage risk slightly but remains manageable.

While repurchases reduce liquidity and capital buffers, Banner did not disclose funding sources, suggesting reliance on existing excess capital. At 5% of shares, execution should not materially pressure regulatory CET1 ratios if paced prudently. Key risk is deploying cash before economic conditions fully stabilize; investors should track quarterly capital metrics and any shift in dividend policy.

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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): July 24, 2025

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 8.01 Other Events.

On July 24, 2025, Banner Corporation (“Company”) announced that the Company’s Board of Directors had authorized the repurchase of up to 1,729,199 shares of its common stock, or approximately 5% of the Company’s issued and outstanding common stock.

The news release announcing the stock repurchase program is attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.*

(d)    Exhibits

99.1    Press Release of Banner Corporation dated July 24, 2025.

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: July 24, 2025			By: /s/ Robert G Butterfield
			Robert G Butterfield
			Executive Vice President, Treasurer and Chief Financial Officer

FAQ

What did Banner Corporation (BANR) announce on July 24 2025?

The board authorized a stock repurchase program for up to 1,729,199 common shares, about 5% of shares outstanding.

How many shares can Banner repurchase under the new program?

Up to 1.73 million shares of common stock.

What percentage of Banner’s outstanding shares does the buyback represent?

Approximately 5% of the total shares outstanding.

Did Banner disclose a timeframe or price range for the repurchase?

No, the 8-K did not specify a timeframe, price limits or funding sources.

Where is Banner Corporation’s common stock traded?

NASDAQ under the ticker symbol BANR.