Monitor for Pacific Financial shareholder vote and regulatory approvals (Federal Reserve, FDIC, Washington DFI). The fixed exchange ratio means deal value fluctuates with Banner's stock price. Minimal near-term catalyst for Banner shares until deal close or material integration details emerge.
Price Chart
Executive Summary
Banner Corporation filed an S-4 registration statement with the SEC for its acquisition of Pacific Financial Corporation via stock-for-stock merger. Each Pacific Financial share will convert into 0.2633 shares of Banner common stock, implying an aggregate transaction value of approximately $177 million based on the pre-announcement closing price of $66.25 per Banner share. The merger is expected to close in Q3 2026, subject to Pacific Financial shareholder approval, regulatory clearances, and other customary conditions.
Key Facts
- Pacific Financial shareholders to receive 0.2633 shares of Banner common stock per PFLC share (fixed exchange ratio).
- Aggregate implied transaction value of approximately $177 million based on Banner's $66.25 pre-announcement close.
- Pacific Financial shareholders will own approximately 7% of the combined company; Banner shareholders will own approximately 93%.
- Banner expects to issue approximately 2,654,773 shares of its common stock in the merger.
- Termination fee of $6.3 million payable by Pacific Financial to Banner under certain circumstances.
- Merger expected to close in Q3 2026, subject to regulatory approvals and shareholder vote (two-thirds of outstanding shares required).
- Pacific Financial's adjusted equity must be ≥ $124,269,000 as a closing condition.
Financial Impact
Implied aggregate transaction value of approximately $177 million; implied value of $17.44 per Pacific Financial share based on pre-announcement price; dilution of ~7% for existing Banner shareholders.
Risk Factors
- Regulatory approval may be delayed or denied.
- Integration risks could reduce expected cost synergies.
- Dilution from issuance of ~2.65M shares may pressure Banner's stock price in the near term.
- Fixed exchange ratio exposes Pacific Financial shareholders to Banner stock price declines pre-close.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| S-4 Filing (Primary) | 0001140361-26-023911 |
| Document: ny20074422x1_ex107.htm | 0001140361-26-023911 |
| Document: ny20074422x1_ex5-1.htm | 0001140361-26-023911 |
| Document: ny20074422x1_ex99-1.htm | 0001140361-26-023911 |
| Document: ny20074422x1_ex99-5.htm | 0001140361-26-023911 |
| Document: ny20074422x1_ex23-1.htm | 0001140361-26-023911 |
| Document: 0001140361-26-023911-index-headers.html | 0001140361-26-023911 |
| Document: 0001140361-26-023911-index.html | 0001140361-26-023911 |
| Document: 0001140361-26-023911.txt | 0001140361-26-023911 |
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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