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Banner Corp. 8-K Filings

BANR NASDAQ

Every 8-K that Banner Corp. (BANR) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow BANR and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BANR filings page.

Rhea-AI Summary

Banner Corporation (BANR) completed its acquisition of Pacific Financial Corporation and its subsidiary Bank of the Pacific, with the holding-company merger effective at 6 a.m. Pacific Time on September 1, 2026. Each outstanding share of Pacific Financial common stock was converted into the right to receive 0.2633 shares of Banner common stock, and Banner will issue approximately 2,654,563 new shares in the merger.

Immediately after closing, former Pacific Financial shareholders own about 7% and existing Banner shareholders about 93% of the combined company. Bank of the Pacific merged into Banner Bank the same day, with Banner Bank as the surviving bank. At June 30, 2026 Pacific Financial had $1.26 billion in assets and operated 15 branches in Washington and Oregon. Systems integration is planned for November, when all operations will transition fully to the Banner brand. Following the merger, Banner reports approximately $18 billion in assets.

Rhea-AI 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.

Rhea-AI 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.

Rhea-AI Summary

Banner Corporation, parent of Banner Bank, announced that its Board of Directors has authorized a stock repurchase program for up to 1.7 million shares of common stock, representing approximately 5% of its issued and outstanding common stock as of the announcement date.

Shares may be repurchased in open market purchases, with the extent and timing of buybacks depending on market conditions and other corporate considerations. Banner is a $16.59 billion bank holding company operating a commercial bank in four Western states through a network of branches.

Rhea-AI Summary

Banner Corporation reported Q2 2026 net income of $48.9 million, or $1.43 per diluted share, on revenue of $172.0 million. Net interest income was $153.7 million and tax‑equivalent net interest margin edged up to 4.13%. Return on average assets was 1.20%.

Net loans receivable rose 2% from March 31 to $11.83 billion on $1.26 billion of originations, while total deposits were $13.79 billion, with core deposits holding at 89% of total. Asset quality remained solid: non‑performing assets were $60.5 million, or 0.36% of total assets, and the allowance for credit losses on loans was $161.8 million, or 1.35% of total loans, covering 295% of non‑performing loans. Capital stayed well above “well‑capitalized” levels, with an estimated common equity Tier 1 ratio of 12.82%. The board declared a regular quarterly cash dividend of $0.52 per share, payable August 14, 2026. Banner also highlighted its pending all‑stock acquisition of Pacific Financial Corporation, under which Pacific Financial shareholders are expected to receive 0.2633 Banner shares for each share at closing, subject to shareholder and regulatory approvals.

Rhea-AI Summary

Banner Corporation reported results of its Annual Meeting of Shareholders held on May 20, 2026. A quorum was reached, with 26,898,124 of 33,872,305 common shares represented in person or by proxy. Shareholders elected twelve directors to one-year terms ending at the 2027 annual meeting.

Shareholders also approved, on an advisory basis, the Company’s executive compensation, with 23,497,821 votes in favor, 1,331,515 against, and 18,628 abstentions, plus 2,050,160 broker non-votes. In addition, they ratified the Audit Committee’s appointment of Baker Tilly US, LLP as independent registered public accounting firm for the year ending December 31, 2026.

Rhea-AI Summary

Banner Corporation announced a definitive agreement to acquire Pacific Financial Corporation in an all‑stock merger, combining their community banking franchises across Washington and Oregon. Each Pacific Financial share will convert into 0.2633 shares of Banner common stock, valuing the deal at about $177 million based on a Banner price of $66.25 per share.

The combined company is expected to have roughly $18 billion in assets, adding Bank of the Pacific’s low‑cost deposits and commercially focused loan portfolio to Banner Bank’s existing $16.34 billion asset base as of March 31, 2026. Pacific Financial shareholders are expected to own about 7% of the combined company, with Banner shareholders owning about 93%. Banner projects the transaction to be immediately accretive to 2027 earnings per share, excluding one‑time costs, with approximately 3.2% fully phased‑in EPS accretion, around 2% tangible book value dilution and a tangible book earnback period of about 2.8 years.

The merger is subject to Pacific Financial shareholder approval, multiple banking regulatory approvals, maintenance of Pacific Financial’s Adjusted Equity at or above $124.269 million, and customary conditions, with closing targeted for the third quarter of 2026. Bank of the Pacific will be merged into Banner Bank, and Bank of the Pacific CEO Denise Portmann is expected to join Banner Bank’s executive team following completion.

Rhea-AI Summary

Banner Corporation reported strong first quarter 2026 results and raised its dividend. Net income was $54.7 million, or $1.60 per diluted share, up from $51.2 million a quarter ago and $45.1 million a year ago. Revenue reached $169.3 million, with net interest margin improving to 4.11% as funding costs declined.

Return on average assets was 1.37% and return on average tangible common equity was 14.00%. Credit quality stayed solid, with non‑performing assets at 0.32% of total assets and an allowance for credit losses on loans of 1.37%. Total assets were $16.34 billion, loans $11.71 billion, and deposits $13.84 billion, of which core deposits were 89%. The board increased the quarterly cash dividend by 4% to $0.52 per share and the company repurchased 250,000 shares at an average price of $64.56.

Rhea-AI 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.

Rhea-AI Summary

Banner Corporation reported that it has released its earnings results for the quarter and full year ended December 31, 2025, and is sharing related investor presentation materials with investors and other stakeholders around its January 22, 2026 conference call.

The company also announced that its Board of Directors declared a regular quarterly cash dividend of $0.50 per share on its common stock. The dividend will be paid on February 13, 2026 to shareholders who are on record as of the close of business on February 3, 2026, providing ongoing cash returns to common stockholders.

Rhea-AI Summary

Banner Corporation reported that it furnished its earnings release for the quarter ended September 30, 2025 and posted accompanying investor materials. The company also announced a regular quarterly cash dividend of $0.50 per share on its common stock.

The dividend is payable on November 14, 2025 to shareholders of record as of the close of business on November 4, 2025. Banner plans to review its investor presentation in conjunction with its earnings release conference call on October 16, 2025.

Rhea-AI Summary

Banner Corporation amended its Code of Ethics and Business Conduct, effective September 16, 2025. The amendment does not create any waivers for officers, directors or employees and adds minor clarifications about the use of corporate resources for political purposes and expectations for ethical and professional behavior when representing the company. The filing references the full amended Code as Exhibit 14.1 and indicates the Exhibit is included with this report.

Rhea-AI Summary

Banner Corporation announced that on September 1, 2025 the Board elected Millicent Tracey as a director of the company and of its wholly owned banking subsidiary, Banner Bank. Ms. Tracey was appointed to the Corporate Governance/Nominating and Risk Committees and was affirmatively determined to qualify as an independent director under NASDAQ standards.

The Board increased its size from 11 to 12 directors effective September 1, 2025. Ms. Tracey will receive standard non-employee director compensation: an annual cash retainer of $55,000, RSUs with a grant date fair value of $65,000 prorated for service from September 1, 2025 through May 20, 2026, and additional cash retainers for committee service. The filing states there are no related-party transactions or family relationships requiring disclosure.