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): ~~January~~March 212, 2026

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 25.02 ~~Results~~ Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.*

On(d) Appointment ~~January 21, 2026, Banner Corporation issued its earnings release for the quarter and year ended December 31, 2025. A copy~~ of ~~the~~New ~~earnings release is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.~~Directors

~~Item~~On 7February 25, 2026, the Board of Directors (the “Board”) of Banner Corporation (the “Company”) appointed Monica B.~~01 Regulation~~ FDO’Reilly ~~Disclosure~~and Judith A.* Steiner as directors of the Company, effective as of March 1, 2026. Ms. O’Reilly will serve on the Corporate Governance/Nominating and Risk Committees of the Board. Ms. Steiner will serve on the Credit Risk and Risk Committees of the Board. In addition, Ms. O’Reilly and Ms. Steiner were elected to the Board of Directors of Banner Bank (the “Bank”), the Company’s wholly owned banking subsidiary.

~~Banner~~The ~~Corporation~~Board ~~intends~~affirmatively todetermined ~~review~~that ~~the~~Ms. ~~investor~~O’Reilly ~~presentation~~and ~~attached~~Ms. Steiner each qualifies as ~~Exhibit~~an 99“independent director” in accordance with NASDAQ listing standards.2 toAdditionally, ~~this~~neither ~~Current~~Ms. ~~Report~~O’Reilly onnor ~~Form~~Ms. 8Steiner has an interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K, inand ~~conjunction~~there are no family relationships between Ms. O’Reilly or Ms. Steiner or with ~~its~~any ~~earnings~~of ~~release~~the ~~conference~~Company’s ~~call~~other ondirectors ~~January 22,~~or ~~2026~~executive officers. Other than the compensation arrangements described below, ~~and~~there ~~from~~are ~~time~~no toarrangements ~~time~~or inunderstandings ~~presentations~~between toMs. ~~investors~~O’Reilly or Ms. Steiner and any other ~~stakeholders.~~persons or entities pursuant to which they have been elected as a director.

~~Item~~Ms. 8O’Reilly and Ms.~~01 Other~~ ~~Events~~Steiner will be compensated for their services as a director consistent with the Company’s standard practices for non-employee directors. Ms. O’Reilly and Ms. Steiner will each 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. In addition, Ms. O’Reilly and Ms. Steiner will receive an additional annual cash retainer for each Board committee on which they serve. Cash and equity-based director compensation will be prorated for partial periods of service.

OnIn ~~January 21,~~connection ~~2026,~~with ~~Banner~~the ~~Corporation~~election ~~announced its Board~~ of ~~Directors~~Ms. ~~declared~~O’Reilly aand ~~regular~~Ms. ~~quarterly~~Steiner ~~cash~~as ~~dividend~~directors ~~on Banner Corporation common stock~~ of ~~$0.50~~the ~~per share~~Company, ~~payable~~the onBoard ~~February~~increased ~~13,~~the ~~2026~~number toof ~~stockholders~~directors ofcomprising ~~record~~the asBoard offrom ~~the~~12 ~~close~~to of13 ~~business~~directors, oneffective ~~February~~March 031, 2026.

~~Item~~For 9additional information concerning Ms.~~01 Financial~~ ~~Statements~~O’Reilly’s and ~~Exhibits~~Ms.* Steiner’s backgrounds, please refer to the press release dated March 2, 2026, 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 ~~January~~March 212, 2026.

99.2 Banner Corporation Investor Materials

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The information furnished under Item 2.02, Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including the exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of Banner Corporation under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

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: January 21, 2026			By: /s/ Robert G Butterfield
Date: March 2, 2026			By: /s/ Mark J. Grescovich
			Robert G Butterfield
			Mark J. Grescovich
			Executive Vice President, Treasurer and Chief Financial Officer
			President and Chief Executive Officer

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