| SECURITIES AND EXCHANGE COMMISSION |
| WASHINGTON, D.C. 20549 |
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| FORM 8-K |
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| CURRENT REPORT |
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| PURSUANT TO SECTION 13 OR 15 (d) OF THE |
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| SECURITIES EXCHANGE ACT OF 1934 |
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| Date of Report (Date of earliest event reported): December 20, 2021 |
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Banner Corporation
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| (Exact name of registrant as specified in its charter) |
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| Washington | 0-26584 | 91-1691604 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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10 S. First Avenue, Walla Walla, Washington
| 99362 |
| (Address of principal executive offices) | (Zip Code) |
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| Registrant's telephone number (including area code) (509) 527-3636 |
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| 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.
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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
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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 December 22, 2021, Banner Corporation (“Company”) announced that the Company’s Board of Directors had authorized the repurchase up to 1,712,510 shares of its common stock, which is the equivalent of approximately 5% of the Company’s common stock.
The news release announcing the stock repurchase plan 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.
| | BANNER CORPORATION |
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| Date: December 22, 2021 | By: /s/ Peter J. Conner |
| | Peter J. Conner |
| | Executive Vice President and Chief Financial Officer |
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