BANNER CORP 8-KCurrent Reports (8-K / ad hoc)

Financial Statements

Item 8.01 Other Events. As previously reported, Banner Corporation (“Banner”) and Pacific Financial Corporation (“Pacific Financial”) entered into that certain Agreement and Plan of Merger, dated as of April 30, 2026 (the “Merger Agreement”), pursuant to which Pacific Financial will merge with and into Banner (the “Merger”). On August 14, 2026, Banner received a letter from the Federal Reserve stating it does not object to Banner’s previously requested waiver of the application requirement for the Merger. All regulatory approvals required for the Merger have now been received. On August 17, 2026, Banner and Pacific Financial issued a joint press release announcing that the parties anticipate closing the Merger on September 1, 2026, subject to the satisfaction of the remaining customary closing conditions. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Caution Regarding Forward-Looking Statements This report 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. These forward-looking statements include, but are not limited to, statements relating to the expected timing of the Merger. Such statements are based on information available at the time of communication and are based on current beliefs and expectations of Banner’s management and are subject to risks and uncertainties, many of which are beyond Banner’s control, which could cause actual events or results to differ materially from those projected, anticipated or implied. This risks and uncertainties include, but are not limited to, the risk that the parties may not meet expectations regarding the timing of the proposed Merger, there may be challenges in satisfying the other conditions to completion of the Merger, or the Merger may fail to close for any other reason. Any forward-looking statements are based on information as of the date of filing of this report. Banner undertakes no obligation to update or revise any forward-looking statement, except as required by law.