Form 8-K - Current report

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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): July 25, 2024

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) [phone]

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. ☐

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Item 8.01. Other Events

On July 25, 2024, Banner Corporation (“Company”) announced that the Company’s Board of Directors had authorized the repurchase of up to 1,722,787 shares of its common stock, or approximately 5% of the Company’s issued and outstanding common stock.

The news release announcing the stock repurchase program is attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.*

(d)    Exhibits

99.1    Press Release of Banner Corporation dated July 25, 2024

104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: July 25, 2024			By: /s/ Robert G Butterfield
			Robert G Butterfield
			Executive Vice President, Treasurer and Chief Financial Officer

Exhibit 99.1

						CONTACT:			MARK J. GRESCOVICH,
									PRESIDENT & CEO
									ROBERT G. BUTTERFIELD, CFO
									[phone]
						NEWS RELEASE

Banner Corporation Announces Stock Repurchase Program

Walla Walla, Wash – July 25, 2024 - Banner Corporation (NASDAQ GSM: BANR) (“Company”), the parent company of Banner Bank, today announced that its Board of Directors has authorized the repurchase of up to 1,722,787 shares of the Company’s common stock, which is approximately 5% of its issued and outstanding common stock.

“We believe our stock offers an attractive investment and repurchasing stock is a means for building long-term shareholder value,” said Mark J. Grescovich, President and Chief Executive Officer. Under the repurchase program, shares may be repurchased by the Company in open market purchases. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations.

About the Company

Banner Corporation is a $15.82 billion bank holding company operating a commercial bank in four Western states through a network of branches offering a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans. Visit Banner Bank on the Web at www.bannerbank.com.

Forward-Looking Statements

This press release contains statements that the Company believes are “forward-looking statements.” These statements relate to the Company’s financial condition, results of operations, plans, objectives, future performance or business. You should not place undue reliance on these statements, as they are subject to risks and uncertainties, and actual results and performance in future periods may be materially different from any future results or performance suggested by the forward-looking statements in this release. Factors that might cause such differences include, but are not limited to, those identified in our risk factors contained in Banner Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Such forward-looking statements speak only as of the date of this release. Banner Corporation expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any changes in the Company’s expectations of results or any change in events.

Cover	Jul. 25, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 25, 2024
Entity Registrant Name	Banner Corporation
Entity Incorporation, State or Country Code	WA
Entity File Number	000-26584
Entity Tax Identification Number	91-1691604
Entity Address, Address Line One	10 S. First Avenue,
Entity Address, City or Town	Walla Walla
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	99362
City Area Code	509
Local Phone Number	527-3636
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	BANR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000946673
Amendment Flag	false

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