Banner Corporation advances Pacific Financial merger

Banner Corporation provides an update on its planned merger with Pacific Financial Corporation under an Agreement and Plan of Merger dated April 30, 2026.

Rhea-AI Filing Summary

Banner Corporation provides an update on its planned merger with Pacific Financial Corporation under an Agreement and Plan of Merger dated April 30, 2026. The Washington State Department of Financial Institutions-Division of Banks approved the merger on August 11, 2026, subject to approval by the Federal Deposit Insurance Corporation (FDIC) and the Federal Reserve. The FDIC granted its approval on August 12, 2026, also subject to Federal Reserve approval.

Pacific Financial held a special shareholder meeting on August 12, 2026 to vote on the Merger Agreement, and on August 13, 2026 announced that its shareholders approved the merger terms. The companies state that they expect the merger to close in the third quarter of 2026, subject to remaining regulatory approvals and satisfaction or waiver of other closing conditions described in the Merger Agreement.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

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

Key Figures

Merger Agreement date: April 30, 2026 Washington DFI approval date: August 11, 2026 FDIC approval date: August 12, 2026 +3 more

6 metrics

Merger Agreement date April 30, 2026 Date of the Agreement and Plan of Merger between Banner and Pacific Financial

Washington DFI approval date August 11, 2026 Washington State Department of Financial Institutions-Division of Banks approval of the Merger

FDIC approval date August 12, 2026 Federal Deposit Insurance Corporation approval of the Merger

Pacific Financial shareholder meeting August 12, 2026 Date of special meeting to approve the Merger Agreement

Shareholder approval announcement August 13, 2026 Pacific Financial press release announcing shareholder approval

Expected closing period third quarter of 2026 Stated expected timing of the Merger closing, subject to conditions

Key Terms

Agreement and Plan of Merger, forward-looking statements, regulatory approvals, Federal Deposit Insurance Corporation, +1 more

5 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.

forward-looking statements regulatory

"This report 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.

regulatory approvals regulatory

"subject to the remaining regulatory approvals and satisfaction or waiver of the other"

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

Federal Deposit Insurance Corporation regulatory

"approval by the Federal Deposit Insurance Corporation (“FDIC”) and Federal Reserve"

A U.S. government agency that insures customer deposits at member banks up to a set limit, acting like a safety net so people don’t lose their cash if a bank fails. It matters to investors because it helps maintain confidence in the banking system, reduces the chance of sudden withdrawals or bank runs, and can influence the stability and share prices of banks and financial markets.

closing conditions financial

"satisfaction or waiver of the other closing conditions set forth in the Merger Agreement"

Closing conditions are specific requirements or steps that must be met before a financial deal or transaction can be finalized. They act like a checklist that ensures all necessary details are confirmed and agreed upon, giving both parties confidence that the deal is ready to be completed. Meeting these conditions is essential for the transaction to move forward smoothly and successfully.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

Banner Corporation reported on its planned merger with Pacific Financial Corporation under an Agreement and Plan of Merger dated April 30, 2026. The update focuses on regulatory approvals and shareholder approval milestones.

Which regulatory approvals has Banner Corporation (BANR) obtained for the Pacific Financial merger?

The merger received approval from the Washington State Department of Financial Institutions-Division of Banks on August 11, 2026 and from the FDIC on August 12, 2026, both subject to Federal Reserve approval.

Have Pacific Financial shareholders approved the merger with Banner Corporation (BANR)?

Yes. Pacific Financial held a special shareholder meeting on August 12, 2026, and on August 13, 2026 announced that shareholders voted to approve the Merger Agreement with Banner Corporation.

When do Banner Corporation (BANR) and Pacific Financial expect to close their merger?

The parties state that they expect the merger to close in the third quarter of 2026, subject to remaining regulatory approvals, including the Federal Reserve, and satisfaction or waiver of other closing conditions.

What risks to the Banner Corporation (BANR) and Pacific Financial merger does management highlight?

Management notes risks that timing expectations may not be met, required regulatory approvals may not be obtained or may be more difficult or costly, closing conditions may be challenging, or the merger may fail to close for other reasons.

What type of statements regarding the Banner Corporation (BANR) merger are identified as forward-looking?

Statements relating to future plans or events, including the expected timing of the merger, are identified as forward-looking and subject to risks and uncertainties that could cause actual results to differ materially.

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

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Available on EDGAR 08/13/2026 - 09:18 AM Accepted by SEC EDGAR 08/13/2026 - 09:17 AM Learn about SEC filing dates

0000946673false00009466732026-08-112026-08-11

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 11, 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:

[X]    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.

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 11, 2026, the Washington State Department of Financial Institutions-Division of Banks granted approval of the Merger subject to approval by the Federal Deposit Insurance Corporation (“FDIC”) and Federal Reserve. On August 12, 2026, the FDIC granted approval of the Merger, subject to approval by the Federal Reserve.

On August 12, 2026, Pacific Financial held a special meeting of its shareholders to approve the Merger Agreement. On August 13, 2026, Pacific Financial issued a press release announcing that the shareholders of Pacific Financial voted to approve the Merger Agreement.

The parties expect the closing of the Merger to occur in the third quarter of 2026, subject to the remaining regulatory approvals and satisfaction or waiver of the other closing conditions set forth in the Merger Agreement.

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, 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 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.

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 13, 2026			By: /s/ Robert G Butterfield
			Robert G Butterfield
			Executive Vice President, Treasurer and Chief Financial Officer

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• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
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