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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)
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Washington |
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000-26584 |
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91-1691604 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
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10 S. First Avenue, Walla Walla, Washington 99362
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (including area code) (509) 527-3636
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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $.01 per share |
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BANR |
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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. ☐
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
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
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BANNER CORPORATION |
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Date: July 25, 2024 |
By: /s/ Robert G Butterfield |
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Robert G Butterfield |
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Executive Vice President, Treasurer and Chief Financial Officer |
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EX-99.1
2
banrpressreleasesharerepur.htm
EX-99.1
Document
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CONTACT: |
MARK J. GRESCOVICH, |
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PRESIDENT & CEO |
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ROBERT G. BUTTERFIELD, CFO |
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(509) 527-3636 |
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NEWS RELEASE |
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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.