Banner Corporation

Item 7.01 Regulation FD Disclosure. On September 1, 2026, Banner Corporation (“Banner”) issued a press release announcing the closing of the merger described below. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item and the related exhibits are being “furnished” and will not, except to the extent required by applicable law or regulation, be deemed “filed” by Banner for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 8.01 Other Events. On September 1, 2026, Banner and Pacific Financial Corporation (“Pacific Financial”) closed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 30, 2026 (the “Merger Agreement”). As a result, Pacific Financial merged with and into Banner, with Banner as the surviving corporation in the merger. The Banner and Pacific Financial merger was effective at 6 a.m. Pacific Time on September 1, 2026. Under the terms of the Merger Agreement, 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 Banner common stock in the merger. Bank of the Pacific, Pacific Financial’s wholly-owned Washington state-chartered commercial bank subsidiary (“Bank of the Pacific”), also merged with and into Banner’s wholly-owned Washington state-chartered commercial bank subsidiary, Banner Bank, immediately following the completion of the Banner and Pacific Financial merger on September 1, 2026. Banner Bank is the surviving entity in the bank merger. At the effective time of the bank merger, Denise Portmann, formerly the Chief Executive Officer and President of Bank of the Pacific, became an executive vice president of Banner Bank.