Banner Corporation Announces Merger with Pacific Financial, Issues ~2.65M Shares

What Happened

• Banner Corporation announced it closed the merger with Pacific Financial Corporation effective September 1, 2026 (6:00 a.m. PT). Under the Merger Agreement dated April 30, 2026, each outstanding share of Pacific Financial common stock was converted into the right to receive 0.2633 shares of Banner common stock. Banner will issue approximately 2,654,563 shares of its common stock in the transaction.
• Immediately after the corporate merger, Bank of the Pacific (Pacific Financial’s wholly owned Washington-chartered bank) merged into Banner Bank, Banner’s Washington-chartered bank subsidiary. Denise Portmann, formerly CEO and President of Bank of the Pacific, became an executive vice president of Banner Bank. Banner furnished a press release about the closing (Exhibit 99.1).

Key Details

• Closing date/time: September 1, 2026, effective at 6:00 a.m. Pacific Time.
• Exchange ratio: 0.2633 shares of Banner common stock for each share of Pacific Financial common stock.
• Shares issued: ~2,654,563 shares of Banner common stock to complete the merger.
• Executive change at bank level: Denise Portmann named executive vice president of Banner Bank upon bank merger.

Why It Matters

• The merger expands Banner’s footprint and consolidates Pacific Financial’s assets into Banner, with the transaction paid in Banner stock rather than cash. Issuing ~2.65 million new shares will dilute existing shareholders modestly and increases Banner’s share count.
• The integration of Bank of the Pacific into Banner Bank and the addition of an experienced local banking executive (Denise Portmann) may help preserve customer and regional banking relationships.
• Retail investors should note the effective date, the share exchange ratio (0.2633), and the approximate number of shares issued when assessing post-merger share count and ownership impact.