Short answer
BANNER CORP (BANR) filed an 8-K current report with the SEC on May 1, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item EX-99.1 (Exhibit EX-99.1). Banner to acquire Pacific Financial in stock merger at 0.2633 Banner shares per Pacific Financial share.
BANNER CORP 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- Banner to acquire Pacific Financial in stock merger at 0.2633 Banner shares per Pacific Financial share
- Bank of the Pacific to merge into Banner Bank, consolidating both Washington commercial-bank operations
- Closing targeted for Q3 2026, subject to Pacific Financial shareholder approval, regulatory clearances and Form S-4 effectiveness
- Banner protection includes Pacific Financial adjusted-equity floor of $124.269 million and dissenters’ rights below 10%
- Pacific Financial termination fee of $6.3 million payable to Banner under specified recommendation-change or superior-proposal circumstances
Item 7.01 · Regulation FD Disclosure
- Banner and Pacific Financial announced execution of a Merger Agreement on April 30, 2026
- Investor presentation and employee Q&A released, supporting transaction communication with shareholders and stakeholders
- Proposed merger remains subject to Pacific Financial shareholder approval, SEC registration effectiveness, regulatory approvals, and other closing conditions
- Key risks include integration costs, customer and employee retention, delayed or failed closing, and dilution from Banner share issuance
- Investors should await the Form S-4 and proxy statement/prospectus for definitive transaction terms and voting information
Item EX-99.1 · Exhibit EX-99.1
- All-stock acquisition values Pacific Financial at approximately $177 million, with shareholders receiving 0.2633 BANR shares per PFLC share
- Combined company expected at approximately $18 billion in assets, adding Pacific’s $1.29 billion asset base and $1.14 billion deposits
- Pacific shareholders expected to own approximately 7% of the combined company, creating dilution for existing Banner holders
- Transaction expected immediately accretive to 2027 EPS, excluding one-time transaction expenses
- Closing targeted for third quarter 2026, pending Pacific shareholder and regulatory approvals
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