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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): August 29, 2025

Banner Corporation

(Exact name of registrant as specified in its charter)

Washington

000-26584

91-1691604

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $.01 per share

BANR

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) Appointment of New Director

On August 29, 2025, the Board of Directors (the “Board”) of Banner Corporation (the “Company”) elected Millicent Tracey as a director of the Company, effective as of September 1, 2025. Ms. Tracey was also appointed to the Corporate Governance/Nominating and Risk Committees of the Board. In addition, Ms. Tracey was elected to the Board of Directors of Banner Bank (the “Bank”), the Company’s wholly owned banking subsidiary.

The Board affirmatively determined that Ms. Tracey qualifies as an “independent director” in accordance with NASDAQ listing standards. Additionally, Ms. Tracey does not have an interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K, and there are no family relationships between Ms. Tracey and any of the Company’s other directors or executive officers. Other than the compensation arrangements described below, there are no arrangements or understandings between Ms. Tracey and any other persons or entities pursuant to which she has been elected as a director.

Ms. Tracey will be compensated for her services as a director consistent with the Company’s standard practices for non-employee directors. Ms. Tracey will receive an annual cash retainer of $55,000 and an award of restricted stock units (“RSUs”) with a grant date fair value of $65,000, with such RSU award to be prorated from September 1, 2025 through May 20, 2026. In addition, Ms. Tracey will receive an additional annual cash retainer for each Board committee on which she serves.

In connection with the election of Ms. Tracey as a director of the Company, the Board increased the number of directors comprising the Board from 11 to 12 directors, effective September 1, 2025.

For additional information concerning Ms. Tracey’s background, please refer to the press release dated September 3, 2025, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.*

(d) Exhibits

99.1 Press Release of Banner Corporation dated September 3, 2025.

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.


			BANNER CORPORATION



Date: August 29, 2025			By: /s/ Mark J. Grescovich
			Mark J. Grescovich
			President and Chief Executive Officer

EX-99.1 2 banr-ex991newdirector2025x.htm EX-99.1 PRESS RELEASE OF BANNER CORPORATION DATED SEPTEMBER 3, 2025 Document

Exhibit 99.1


						CONTACT:			MARK J. GRESCOVICH,
									PRESIDENT & CEO
									ROBERT G. BUTTERFIELD, CFO
									(509) 527-3636

						NEWS RELEASE

Millicent Tracey Joins Banner Corporation Board of Directors

(WALLA WALLA, WASH.)—September 3, 2025—Banner Corporation (NASDAQ GSM: BANR) (“Banner”), the parent company of Banner Bank, today announced that Millicent Tracey has been appointed to the Board of Directors effective September 1, 2025. Ms. Tracey was also appointed to the Board of Directors of Banner Bank. She will initially serve on the Corporate Governance/Nominating Committee and the Risk Committee.

Ms. Tracey has significant expertise in the areas of banking, payment services, and fintech strategies, and more than 20 years of experience in the financial services industry. In particular, she has advised on business-to-business digital payments strategies, innovative technology solutions, product go-to-market launch strategies, regulatory compliance, cyber security, fraud, treasury management, and risk mitigation strategies. She currently serves as a Board Director for a privately-held fintech company. Ms. Tracey served on the Board of Directors of California BanCorp (Nasdaq: CALB) and its banking subsidiary, California Bank of Commerce, from 2021 until 2024. She was a Fintech Advisor for Afinis, the innovation arm of Nacha, from 2019 until 2023. She worked for Wells Fargo in the San Francisco Bay area for more than 19 years, most recently as Senior Vice President, Payments API Product Manager from 2014 until 2019. Ms. Tracey earned a Juris Doctor from Mitchell Hamline School of Law and a Bachelor of Arts from the University of Wisconsin – Madison.

“We are excited to welcome Millicent to our Board of Directors,” said Mark Grescovich, President and CEO. “Millicent is a highly respected leader with a strong reputation across our business communities. Her deep expertise in fintech and technology, combined with her broad industry knowledge and fresh perspective, will be invaluable as we continue to position Banner for long term growth and success.”

About Banner Corporation

Banner Corporation is a $16.44 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 online 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, 2024. 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.