Banner Corporation (BANR) gains key approvals for Pacific Financial merger
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.
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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
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.
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.
