Business Context and Reporting Period
This Form 8-K filing by Banner Corporation (BANR) is dated August 11, 2026, with the report signed on August 13, 2026. The filing addresses Item 8.01 (Other Events) regarding the progress of a previously announced merger with Pacific Financial Corporation.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. This report focuses exclusively on regulatory and shareholder approval milestones for the merger.
Material Changes and Events
- Merger Agreement: Banner Corporation and Pacific Financial Corporation entered into a Merger Agreement dated April 30, 2026.
- State Approval: On August 11, 2026, the Washington State Department of Financial Institutions-Division of Banks granted approval, subject to federal approvals.
- FDIC Approval: On August 12, 2026, the Federal Deposit Insurance Corporation (FDIC) granted approval, subject to Federal Reserve approval.
- Shareholder Approval: On August 12, 2026, Pacific Financial held a special shareholder meeting. On August 13, 2026, it was announced that shareholders voted to approve the Merger Agreement.
Guidance, Outlook, and Risks
Outlook: The parties expect the merger to close in the third quarter of 2026, contingent upon remaining regulatory approvals (specifically the Federal Reserve) and the satisfaction or waiver of other closing conditions.
Risks and Contingencies: The filing includes forward-looking statements subject to risks and uncertainties. Key risks include the potential failure to meet expected timing, the inability to obtain required regulatory approvals, or the possibility that approvals may be more difficult, time-consuming, or costly than anticipated. The merger may fail to close for any other reason.
Investor Verification Checklist
- Confirm the status of the pending Federal Reserve approval required for the merger to close.
- Monitor the actual closing date to ensure it aligns with the projected third quarter of 2026 timeline.
- Review the full Merger Agreement (dated April 30, 2026) for specific closing conditions and potential termination fees.
- Verify the exchange ratio and terms of the merger for Pacific Financial shareholders.