Banner Corp Files S-4 for Pacific Financial Acquisition, Details Stock-for-Stock Merger Terms
BANR is trading near its 52-week low of $57.05 (11% above the low).
Summary
Banner Corp has filed an S-4 registration statement detailing the terms of its stock-for-stock merger with Pacific Financial, a $177 million acquisition expected to close in Q3 2026.
Key Events · M&A and Partnerships · BANR
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Merger Details
Banner will acquire Pacific Financial in an all-stock transaction, with Pacific Financial shareholders receiving 0.2633 shares of Banner common stock for each of their shares.
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Transaction Value
The deal is valued at approximately $177 million, based on Banner's stock price on April 29, 2026.
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Share Issuance & Dilution
Banner expects to issue approximately 2,654,773 shares, leading to Pacific Financial shareholders owning about 7% of the combined company.
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Regulatory & Shareholder Approvals
The merger requires approvals from the Federal Reserve, FDIC, and Washington State DFI, as well as a two-thirds vote from Pacific Financial shareholders. Applications were filed on May 28, 2026.
Analysis · BANR · Finance
This S-4 filing provides comprehensive details for Banner Corporation's previously announced acquisition of Pacific Financial Corporation. The all-stock transaction, valued at approximately $177 million, involves Banner issuing roughly 2.65 million shares, resulting in about 7% ownership for Pacific Financial shareholders in the combined entity. The filing outlines the fixed exchange ratio, regulatory approvals, and a $6.3 million termination fee, offering investors a full understanding of the deal's financial and structural implications. This is a significant strategic move for Banner, expanding its market reach and aiming for synergies, while Pacific Financial's board views it as maximizing shareholder value.
How filings like this one have moved
In the 30 days to Oct 5, 2026, 36.9% of the 964 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.65%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, BANR was trading at $63.25 on NASDAQ in the Finance sector, with a market capitalization of approximately $2.1B. The 52-week trading range was $57.05 to $69.83. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.