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NASDAQ: BANR BANNER CORP 8-K

Banner Corp clears two regulatory hurdles for Pacific Financial merger, expects Q3 close

Filed August 13, 2026 · Period ending August 11, 2026 · ~1 min read

4 key changes 4 high relevance 1 section

Key Changes

  • high

    FDIC approved the Pacific Financial merger on August 12, conditional on Federal Reserve clearance—the final major regulatory approval needed.

  • high

    Washington State Department of Financial Institutions granted approval on August 11, also subject to FDIC and Federal Reserve sign-off.

  • high

    Pacific Financial shareholders voted to approve the merger agreement at a special meeting held August 12.

  • high

    Banner expects to close the transaction in Q3 2026, pending Federal Reserve approval and satisfaction of remaining closing conditions.

Summary

Banner Corp has secured two of the three major regulatory approvals required for its merger with Pacific Financial Corporation. The Washington State Department of Financial Institutions approved the transaction on August 11, and the FDIC followed with its approval on August 12. Both approvals are conditional on clearance from the Federal Reserve, which remains the final regulatory hurdle.

Pacific Financial's shareholders voted to approve the merger agreement at a special meeting on August 12, satisfying a critical closing condition. With state and FDIC approvals in hand and shareholder consent secured, the transaction appears on track for Banner's stated Q3 2026 closing timeline. The Federal Reserve approval is the remaining gating item.

For Banner shareholders, the merger represents a material expansion of the company's footprint and scale, and the sequential clearance of regulatory and shareholder milestones reduces execution risk. The next disclosure to watch is Federal Reserve approval, which would clear the path to closing.

Section-by-Section Diff

Event · Item 8.01 — Other Events

~500 words

Banner Corp received regulatory approvals from Washington State and FDIC for Pacific Financial merger; shareholder approval obtained.

3 Added
Added Washington State regulatory approval high

Added in current filing · verify on EDGAR →

On August 11, 2026, the Washington State Department of Financial Institutions-Division of Banks granted approval of the Merger subject to approval by the Federal Deposit Insurance Corporation (“FDIC”) and Federal Reserve.

Banner received approval from Washington State banking regulators for its merger with Pacific Financial Corporation. The approval is conditional on obtaining clearance from the FDIC and Federal Reserve. This represents one of the required regulatory hurdles being cleared for the transaction.

Added FDIC regulatory approval high

Added in current filing · verify on EDGAR →

On August 12, 2026, the FDIC granted approval of the Merger, subject to approval by the Federal Reserve.

The Federal Deposit Insurance Corporation approved the merger on August 12, 2026. This approval is conditional on Federal Reserve clearance. With both Washington State and FDIC approvals now obtained, only Federal Reserve approval remains among the key regulatory requirements.

Added Expected merger closing timeline high

Added in current filing · verify on EDGAR →

The parties expect the closing of the Merger to occur in the third quarter of 2026, subject to the remaining regulatory approvals and satisfaction or waiver of the other closing conditions set forth in the Merger Agreement.

Banner expects to close the Pacific Financial merger in the third quarter of 2026. The closing remains subject to Federal Reserve approval and satisfaction of other standard closing conditions. With two of three major regulatory approvals obtained and shareholder approval secured, the transaction appears on track for completion within the stated timeframe.

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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 14, 2026 · How we verify