New leaders join Banner Corporation (BANR) board as independent directors

Rhea-AI Filing Summary

Banner Corporation appointed Monica B. O’Reilly and Judith A. Steiner to its Board of Directors, effective March 1, 2026, and also to the Board of Banner Bank. Their appointments increase the Company’s board size from 12 to 13 directors.

Both are classified as independent directors under NASDAQ rules and have no related-party transactions or family relationships with existing directors or executives. Each will receive an annual cash retainer of $55,000 plus restricted stock units valued at $65,000, prorated for partial service, along with additional retainers for committee work.

O’Reilly brings more than 30 years of experience advising global financial institutions on regulatory compliance, risk, artificial intelligence and cybersecurity, while Steiner adds over 30 years of legal, risk and compliance leadership, including prior service as Banner Bank’s Chief Risk Officer. Banner is a $16.35 billion bank holding company operating in four Western states.

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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): March 2, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)    Appointment of New Directors

On February 25, 2026, the Board of Directors (the “Board”) of Banner Corporation (the “Company”) appointed Monica B. O’Reilly and Judith A. Steiner as directors of the Company, effective as of March 1, 2026. Ms. O’Reilly will serve on the Corporate Governance/Nominating and Risk Committees of the Board. Ms. Steiner will serve on the Credit Risk and Risk Committees of the Board. In addition, Ms. O’Reilly and Ms. Steiner were elected to the Board of Directors of Banner Bank (the “Bank”), the Company’s wholly owned banking subsidiary.

The Board affirmatively determined that Ms. O’Reilly and Ms. Steiner each qualifies as an “independent director” in accordance with NASDAQ listing standards. Additionally, neither Ms. O’Reilly nor Ms. Steiner has an interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K, and there are no family relationships between Ms. O’Reilly or Ms. Steiner or with any of the Company’s other directors or executive officers. Other than the compensation arrangements described below, there are no arrangements or understandings between Ms. O’Reilly or Ms. Steiner and any other persons or entities pursuant to which they have been elected as a director.

Ms. O’Reilly and Ms. Steiner will be compensated for their services as a director consistent with the Company’s standard practices for non-employee directors. Ms. O’Reilly and Ms. Steiner will each receive an annual cash retainer of $55,000 and an award of restricted stock units (“RSUs”) with a grant date fair value of $65,000. In addition, Ms. O’Reilly and Ms. Steiner will receive an additional annual cash retainer for each Board committee on which they serve. Cash and equity-based director compensation will be prorated for partial periods of service.

In connection with the election of Ms. O’Reilly and Ms. Steiner as directors of the Company, the Board increased the number of directors comprising the Board from 12 to 13 directors, effective March 1, 2026.

For additional information concerning Ms. O’Reilly’s and Ms. Steiner’s backgrounds, please refer to the press release dated March 2, 2026, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

99.1    Press Release of Banner Corporation dated March 2, 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: March 2, 2026			By: /s/ Mark J. Grescovich
			Mark J. Grescovich
			President and Chief Executive Officer

CONTACT:

MARK J. GRESCOVICH, PRESIDENT & CEO

ROBERT G. BUTTERFIELD, EXECUTIVE VP & CFO

(509) 527-3636

NEWS RELEASE

Monica O’Reilly and Judith Steiner Join Banner Corporation Board of Directors

(WALLA WALLA, WASH.)—[March 2], 2026—Banner Corporation (NASDAQ GSM: BANR) (“Banner”), the parent company of Banner Bank, today announced that Monica O’Reilly and Judith Steiner have been appointed to the Board of Directors effective March 1, 2026. Ms. O’Reilly and Ms. Steiner were also appointed to the Board of Directors of Banner Bank. Ms. O’Reilly will initially serve on the Corporate Governance/Nominating and Risk Committees of the Board. Ms. Steiner will initially serve on the Credit Risk and Risk Committees of the Board.

Ms. O’Reilly is a strategic leader who leverages over 30 years of experience helping global financial services companies achieve business results. She is an advisor to Fortune 500 C-suite executives, corporate boards and audit committees on regulatory compliance, enterprise and operational risk management, artificial intelligence and cybersecurity. Ms. O’Reilly was the Vice Chairman and US Financial Services Leader at Deloitte from 2020 to 2025, and served on Deloitte’s Board Council and Strategic Investment Committee in which she oversaw various acquisitions and investments. Under her leadership as Co-Chair for Deloitte’s Nominating Committee, she oversaw CEO and board director selection. Recognized as an industry expert, Ms. O’Reilly has co-authored reports on board governance, the financial marketplace, and risk management. She was named as one of the “Most Influential Women in Business” by the San Francisco Business Journal in 2021. Ms. O’Reilly holds a B.A. in English and Education from Queen’s University Belfast and completed Wharton Business School’s Executive Leadership Program.

Ms. Steiner has more than 30 years of experience in the financial services industry, with significant expertise in the areas of legal, risk and compliance. She served as Executive Vice President and Chief Risk Officer of Banner Bank from 2016 to 2021. Prior to Banner, Ms. Steiner worked at FirstMerit Bank, N.A. from 1990 to 2015, including serving as Executive Vice President, Chief Risk Officer, General Counsel and Secretary from 2008 to 2015. In these roles, her areas of responsibility included enterprise risk management (ERM), compliance, anti-money laundering (AML), Bank Secrecy Act (BSA), Office of Foreign Assets Control (OFAC), fraud, Community Reinvestment Act, insurance, and credit review. Ms. Steiner earned a Juris Doctor from Case Western Reserve University and a Bachelor of Arts from the University of Akron.

“The addition of Monica and Judy to our Board of Directors is a tremendous asset for Banner,” said Mark Grescovich, President and CEO. “Monica’s distinguished background advising Fortune 500 boards on regulatory compliance, cybersecurity and artificial intelligence, alongside Judy’s significant expertise in legal, risk and compliance, collectively strengthens our Board in meaningful ways. We are confident their insight and leadership will be invaluable as we continue to position Banner for long-term growth and success.”

About Banner Corporation

Banner Corporation is a $16.35 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 online at www.bannerbank.com.

Forward-Looking Statements

This press release contains statements that the Company believes are “forward-looking statements.” These statements relate to the Company’s financial condition, results of operations, plans, objectives, future performance or business. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, and actual results and performance in future periods may be materially different from any future results or performance suggested by the forward-looking statements in this release. Factors that might cause such differences include, but are not limited to, those identified in our risk factors contained in Banner Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Such forward-looking statements speak only as of the date of this release. Banner Corporation expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any changes in the Company’s expectations of results or any change in events.

FAQ

What board changes did Banner Corporation (BANR) announce on March 2, 2026?

Banner Corporation added Monica B. O’Reilly and Judith A. Steiner to its Board of Directors, effective March 1, 2026. Their appointments also expanded the board from 12 to 13 members and included concurrent appointments to the Banner Bank board.

How will new Banner Corporation (BANR) directors O’Reilly and Steiner be compensated?

Each new director will receive an annual cash retainer of $55,000 and restricted stock units with a grant date fair value of $65,000. They also earn additional annual cash retainers for each board committee they serve on, with all compensation prorated for partial service periods.

Are Monica O’Reilly and Judith Steiner considered independent directors at Banner Corporation (BANR)?

Yes. Banner’s board determined that both Monica O’Reilly and Judith Steiner qualify as independent directors under NASDAQ listing standards. The company states they have no disclosable related-party transactions under Item 404(a) of Regulation S-K and no family relationships with current directors or executive officers.

What committee roles will the new Banner Corporation (BANR) directors initially hold?

Monica O’Reilly will initially serve on the Corporate Governance/Nominating and Risk Committees of the board. Judith Steiner will initially serve on the Credit Risk and Risk Committees, aligning their assignments with their backgrounds in governance, risk management, regulatory compliance and legal oversight.

What experience does Monica O’Reilly bring to the Banner Corporation (BANR) board?

Monica O’Reilly has over 30 years of experience advising global financial services firms on regulatory compliance, enterprise risk, artificial intelligence and cybersecurity. She previously served as Vice Chairman and US Financial Services Leader at Deloitte, sat on Deloitte’s Board Council, and co-chaired its nominating committee overseeing CEO and director selection.

What is Judith Steiner’s background relevant to Banner Corporation (BANR)?

Judith Steiner has more than 30 years in financial services with deep legal, risk and compliance expertise. She served as Executive Vice President and Chief Risk Officer of Banner Bank from 2016 to 2021, and earlier held senior roles at FirstMerit Bank including Chief Risk Officer and General Counsel.

How large is Banner Corporation (BANR) and where does it operate?

Banner Corporation is a $16.35 billion bank holding company that operates a commercial bank across four Western U.S. states. Through its branch network, it offers a full range of deposit services and various loan products, including business, commercial real estate, construction, residential, agricultural and consumer loans.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 PRESS RELEASE OF BANNER CORPORATION DATED MARCH 2, 2026 11.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 14.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 14.7 KB