BANR 8-K
Banner Corp (BANR)
8-K
2026-09-01
For: 2026-09-01
View Original
Added on
September 01, 2026
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): September 1, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(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:
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 7.01 Regulation FD Disclosure.
On September 1, 2026, Banner Corporation (“Banner”) issued a press release announcing the closing of the merger described below. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item and the related exhibits are being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by Banner for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On September 1, 2026, Banner and Pacific Financial Corporation (“Pacific Financial”) closed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 30, 2026 (the “Merger Agreement”). As a result, Pacific Financial merged with and into Banner, with Banner as the surviving corporation in the merger. The Banner and Pacific Financial merger was effective at 6 a.m. Pacific Time on September 1, 2026.
Under the terms of the Merger Agreement, each outstanding share of Pacific Financial common stock was converted into the right to receive 0.2633 shares of Banner common stock. Banner will issue approximately 2,654,563 shares of Banner common stock in the merger.
Bank of the Pacific, Pacific Financial’s wholly-owned Washington state-chartered commercial bank subsidiary (“Bank of the Pacific”), also merged with and into Banner’s wholly-owned Washington state-chartered commercial bank subsidiary, Banner Bank, immediately following the completion of the Banner and Pacific Financial merger on September 1, 2026. Banner Bank is the surviving entity in the bank merger.
At the effective time of the bank merger, Denise Portmann, formerly the Chief Executive Officer and President of Bank of the Pacific, became an executive vice president of Banner Bank.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 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: September 1, 2026 | By: /s/ Robert G Butterfield | ||||
| Robert G Butterfield | |||||
| Executive Vice President, Treasurer and Chief Financial Officer | |||||
Exhibit 99.1
 |  | CONTACT: | MARK J. GRESCOVICH, | ||||||||
| PRESIDENT & CEO | |||||||||||
| ROBERT G. BUTTERFIELD, CFO | |||||||||||
| (509) 527-3636 | |||||||||||
| NEWS RELEASE | |||||||||||
Banner Corporation Completes Acquisition of Pacific Financial Corporation
Walla Walla, WA – September 1, 2026 - Banner Corporation (NASDAQ GSM: BANR) (“Banner”), the parent company of Banner Bank, has completed the previously announced acquisition of Pacific Financial Corporation (“Pacific Financial”) and its wholly owned subsidiary, Bank of the Pacific, effective September 1, 2026.
“We are pleased to announce the completion of the merger, which expands our presence and density in attractive Western Washington and Western Oregon markets,” said Mark Grescovich, Banner President and Chief Executive Officer. “Bank of the Pacific is a highly respected, financially strong community bank with exceptional core deposits making this combination a complementary fit both strategically and culturally.”
“We welcome Pacific Financial’s shareholders, clients and employees to Banner, and extend a special welcome to Denise Portmann, former Bank of the Pacific CEO, to the Banner executive team,” Grescovich said. “Denise will continue to play a critical role in the successful integration of the two banks and the ongoing success of the combined organization.”
At June 30, 2026, Pacific Financial had total assets of $1.26 billion and operated fifteen Bank of the Pacific branches in Washington and Oregon. Systems integration is planned for November, bringing all operations under the Banner brand. At that time, legacy Bank of the Pacific clients will benefit from broader product offering, increased lending limits and an expanded branch delivery system beyond their existing markets.
Under the terms of the merger agreement, each outstanding share of Pacific Financial common stock was converted into the right to receive 0.2633 shares of Banner common stock. Immediately post-closing, former Pacific Financial shareholders own approximately 7%, and existing Banner shareholders own approximately 93%, of the combined company.
About Banner
Banner Corporation is a bank holding company with approximately $18 billion in assets as of the closing of the merger with Pacific Financial, 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 on the Web at www.bannerbank.com. Banner’s investor relations website is https://investor.bannerbank.com. The contents of Banner’s websites are not deemed to be incorporated by reference into this press release.
Cautionary Note Regarding Forward-Looking Statements
This press release 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. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date such statements are made and based only on information then actually known to Banner. Except as required by law, Banner does not undertake and specifically disclaims any obligation to revise any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
Forward-looking statements may relate to, among other things, future financial performance, strategic plans or objectives, revenues or earnings projections, and other financial or operational information, and include, but are not limited to, statements relating to the anticipated benefits of the merger, and the timing and expected outcome of systems integration. Forward-looking statements are subject to the risk that the actual effects may differ, possibly materially, from what is reflected in the forward-looking statements due to factors and future developments which are uncertain, unpredictable and in many cases beyond Banner’s control, including, but are not limited to the risk that: (1) the business of Pacific Financial may not be integrated with Banner’s business successfully or such integration may be more difficult, time-consuming or costly than expected; (2) any of the anticipated benefits of the merger may not be realized or may not be realized within the expected time period; (3) client and employee relationships and business operations may be disrupted by the merger, and the parties may be challenged in retaining key relationships both during the pendency of the merger and following the completion of the merger; (4) management’s attention may be diverted from ongoing business operations and opportunities due to the merger, including post-closing integration; (5) there may be potential negative impacts caused by the dilution resulting from Banner’s issuance of shares of Banner common stock in connection with the merger; and (6) other risks detailed from time to time in Banner’s other reports filed with and furnished to the Securities and Exchange Commission including Banner’s Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.