banr-20250609

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): June 9, 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)

(509) 527-3636

Registrant's telephone number (including area code)

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 8.01. Other Events.

On June 9, 2025, Banner Corporation (the “Company”) notified holders that the Company will redeem on June 30, 2025 (the “Redemption Date”) all of the Company’s outstanding 5.00% Fixed-to-Floating Rate Subordinated Notes due June 30, 2030, having an aggregate principal amount of $100,000,000 (the “Notes”), in accordance with the terms of the Notes. The total redemption price will be 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest to, but excluding, the Redemption Date. The Company will utilize excess cash on hand for the redemption payment.

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: June 9, 2025			By: /s/ Robert G Butterfield
			Robert G Butterfield
			Executive Vice President, Treasurer and Chief Financial Officer

Banner Corporation filed SEC Form 8-K: Other Events