Monitor regulatory approval timeline (Federal Reserve, FDIC, WDFI) and the August 12 shareholder vote. The fixed exchange ratio means BANR's trading price will determine the final value for PFLC holders — watch BANR volatility into the close. No standalone catalyst for BANR here; the S-4/A is a procedural step that does not change deal economics.
Price Chart
Executive Summary
Banner Corporation is filing Amendment No. 1 to its S-4 registration statement for the acquisition of Pacific Financial Corporation. The merger consideration for Pacific Financial shareholders is a fixed exchange ratio of 0.2633 shares of Banner common stock per share, with implied consideration of ~$17.70 per share ($178.5M aggregate) based on the June 12, 2026 closing price. The deal is expected to close in Q3 2026, subject to regulatory approvals and a two-thirds shareholder vote. This filing is procedural — updating tax opinions (both Miller Nash and Ballard Spahr confirm the merger qualifies as a tax-free reorganization), financial advisor consents, and auditor consents — and does not alter deal terms or introduce new material financial data.
Key Facts
- Fixed exchange ratio: 0.2633 Banner shares per Pacific Financial share.
- Aggregate transaction value: ~$178.5 million (based on Banner's $67.24 closing price on June 12, 2026).
- Banner will issue ~2.65 million shares; current Banner shareholders will own ~93% of the combined company.
- Tax opinions from Miller Nash (for Pacific Financial) and Ballard Spahr (for Banner) confirm the merger qualifies as a tax-free reorganization under Section 368(a).
- Pacific Financial shareholders meeting scheduled for August 12, 2026; merger anticipated to close in Q3 2026.
- Regulatory applications filed with the Federal Reserve, FDIC, and Washington State Department of Financial Institutions.
Financial Impact
$178.5 million aggregate transaction value at the June 12, 2026 reference price; $17.44-$17.70 implied per-share consideration for Pacific Financial holders; approximately 2.65 million new shares issued (7% pro forma ownership to Pacific Financial holders).
Risk Factors
- Regulatory approvals may be delayed or impose burdensome conditions, potentially derailing or postponing the merger.
- Fixed exchange ratio exposes PFLC holders to downside from any decline in BANR's stock price before closing.
- Less than 10% of PFLC shareholders exercising dissenters' rights is a condition to closing; higher dissent could block the transaction.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4/A Filing (Primary) | 0001140361-26-025271 |
| Document: ny20074422x2_ex8-1.htm | 0001140361-26-025271 |
| Document: ny20074422x2_ex8-2.htm | 0001140361-26-025271 |
| Document: ny20074422x2_ex99-5.htm | 0001140361-26-025271 |
| Document: ny20074422x2_ex23-1.htm | 0001140361-26-025271 |
| Document: 0001140361-26-025271-index-headers.html | 0001140361-26-025271 |
| Document: 0001140361-26-025271-index.html | 0001140361-26-025271 |
| Document: 0001140361-26-025271.txt | 0001140361-26-025271 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 1, 2026 4w ago | 8-K | $68.58 $67.00 | ▼ −2.30% | ▼ −2.62% | $67.88 (−1.02%) |
Jul 20, 2026 10w ago | 425 | $70.74 $72.73 | ▲ +2.81% | ▲ +0.25% | $67.88 (−4.04%) |
Jun 17, 2026 15w ago | EFFECT | $64.76 $72.43 | ▲ +11.84% | ▲ +10.53% | $67.88 (+4.82%) |
Jun 15, 2026 15w ago | S-4/A | $66.12 $69.05 | ▲ +4.43% | ▲ +4.23% | $67.88 (+2.66%) |
Jun 3, 2026 17w ago | S-4 | $64.61 $67.17 | ▲ +3.96% | ▲ +5.33% | $67.88 (+5.06%) |
Apr 22, 2026 23w ago | 8-K | $67.22 $64.65 | ▼ −3.82% | ▼ −8.45% | $67.88 (+0.99%) |
US Market Status
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