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): ~~August~~September 2916, 2025

Banner Corporation

(Exact name of registrant as specified in its charter)

Washington

000-26584

91-1691604

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

10 S. First Avenue, Walla Walla, Washington 99362

(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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

BANR

The NASDAQ Stock Market LLC

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 5.0205 Amendments ~~Departure~~to ofthe ~~Directors~~Registrant's orCode ~~Certain~~of ~~Officers;~~Ethics, ~~Election~~or Waiver of ~~Directors;~~a ~~Appointment~~Provision of ~~Certain~~the ~~Officers;~~Code ~~Compensatory Arrangements~~ of ~~Certain Officers~~Ethics.

On July 22, 2025, the Board of Directors of Banner Corporation (dthe “Company”) ~~Appointment~~ approved certain amendments to the Company’s Code of ~~New~~Ethics ~~Director~~and Business Conduct, as reflected in an amended version of the Code of Ethics and Business Conduct (the “Code”). The Code governs the conduct of all officers, directors, and employees of the Company and its subsidiaries.

OnThe ~~August~~amended ~~29,~~Code ~~2025,~~is ~~the~~effective ~~Board~~September of16, ~~Directors~~2025, ~~(the~~and ~~“Board”)~~does ofnot ~~Banner~~result ~~Corporation~~in ~~(the~~any ~~“Company”)~~waiver ~~elected~~with ~~Millicent~~respect ~~Tracey~~to asany aofficer, director ofor ~~the~~employee ~~Company, effective as~~ of ~~September 1, 2025. Ms. Tracey was also appointed to~~ the ~~Corporate~~Company ~~Governance/Nominating~~from ~~and~~any ~~Risk~~provision ~~Committees~~ of the ~~Board.~~Code Inas ~~addition,~~in ~~Ms.~~effect ~~Tracey~~prior ~~was elected~~ to the Board ~~of Directors of Banner Bank (the “Bank”), the Company~~’s ~~wholly~~action ~~owned~~to ~~banking~~amend ~~subsidiary~~the Code.

The ~~Board~~Code ~~affirmatively~~was ~~determined~~amended ~~that~~to, ~~Ms.~~among ~~Tracey~~other ~~qualifies as an “independent director” in accordance with NASDAQ listing standards. Additionally~~things, ~~Ms.~~incorporate ~~Tracey~~minor ~~does~~clarifications ~~not~~regarding ~~have~~the anuse ~~interest in any transactions requiring disclosure under Item 404(a)~~ of ~~Regulation~~corporate ~~S-K,~~resources ~~and~~for ~~there~~political ~~are~~purposes noas ~~family~~well ~~relationships~~as ~~between~~expectations ~~Ms.~~for ~~Tracey~~ethical and ~~any~~professional ofbehavior ~~the~~at ~~Company’s~~work ~~other directors or executive officers. Other than the compensation arrangements described below, there are no arrangements or understandings between Ms. Tracey~~ and ~~any~~when ~~other~~otherwise ~~persons~~appearing ~~or entities pursuant~~ to ~~which~~represent ~~she~~the ~~has been elected as a director~~Company.

~~Ms.~~The ~~Tracey~~description ~~will~~of bethe ~~compensated~~amendments ~~for~~to ~~her~~the ~~services~~Code ascontained ain ~~director~~this ~~consistent~~Current ~~with~~Report ~~the~~on ~~Company’s~~Form ~~standard practices for non~~8-~~employee~~K ~~directors.~~is ~~Ms.~~qualified ~~Tracey~~in ~~will~~its ~~receive~~entirety anby ~~annual~~reference ~~cash~~to ~~retainer~~the offull ~~$55,000~~text ~~and an award~~ of ~~restricted~~the ~~stock units (“RSUs”) with a grant date fair value of $65~~Code,~~000,~~ ~~with~~as ~~such RSU award to be prorated from September 1~~amended, ~~2025~~which ~~through~~is ~~May~~filed ~~20,~~herewith ~~2026.~~as InExhibit ~~addition, Ms~~14. ~~Tracey will receive an additional annual cash retainer for each Board committee on which she serves~~1.

In connection with the election of Ms. Tracey as a director of the Company, the Board increased the number of directors comprising the Board from 11 to 12 directors, effective September 1, 2025.

For additional information concerning Ms. Tracey’s background, please refer to the press release dated September 3, 2025, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.*

(d) Exhibits

9914.1 ~~Press~~Banner ~~Release~~Corporation Code of ~~Banner~~Ethics ~~Corporation~~and ~~dated~~Business ~~September 3~~Conduct, ~~2025.~~as amended

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: August 29, 2025			By: /s/ Mark J. Grescovich
Date: September 18, 2025			By: /s/ Robert G Butterfield
			Mark J. Grescovich
			Robert G Butterfield
			President and Chief Executive Officer
			Executive Vice President, Treasurer and Chief Financial Officer

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