Banner Corp 8-K: Director/Officer Changes & Financials

TL;DR

Banner Corp filed 8-K: Director/officer changes, new hires, and financial updates. Keep an eye on leadership shifts.

AI Summary

Banner Corporation filed an 8-K on May 30, 2024, reporting events as of May 26, 2024. The filing primarily concerns the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. It also includes financial statements and exhibits.

Why It Matters

This filing indicates potential shifts in Banner Corporation's leadership and executive compensation, which could impact the company's strategic direction and operational management.

Risk Assessment

Risk Level: low — The filing reports routine corporate governance and financial updates, with no immediate indication of significant financial distress or major strategic shifts.

Key Numbers

• 0-26584 — SEC File Number (Identifies Banner Corp's filing with the SEC.)
• 91-1691604 — IRS Employer Identification No. (Banner Corp's tax identification number.)

Key Players & Entities

• Banner Corporation (company) — Registrant
• Washington (company) — State of incorporation
• 10 S. First Avenue, Walla Walla, Washington 99362 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $49 billion — sk Officer since August 2013. TCF was a $49 billion regional bank holding company with oper
• $500,000 — Costa will receive an annual salary of $500,000. He will be eligible for an annual shor
• $200,000 — tive relocation package valued at up to $200,000 (plus tax gross-up amounts). He may als
• $300,000 — ard of Directors) with a value of up to $300,000, the amount of which will be determined

Filing Documents

• banner8k52624.htm (8-K) — 32KB
• banner8k52624exh991.htm (EX-99.1) — 7KB
• 0000939057-24-000156.txt ( ) — 175KB
• banr-20240526.xsd (EX-101.SCH) — 4KB
• banr-20240526_lab.xml (EX-101.LAB) — 22KB
• banr-20240526_pre.xml (EX-101.PRE) — 16KB
• banner8k52624_htm.xml (XML) — 4KB

02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (c) On May 29, 2024, Banner Bank (the "Bank"), a wholly-owned subsidiary of Banner Corporation (the "Company"), announced that Banner Bank Executive Vice President James M. Costa has been promoted to Chief Operating Officer of the Bank in addition to his role as the Bank's Chief Risk Officer. Mr. Costa, age 56, joined the Bank as Executive Vice President and Chief Risk Officer in October 2021. His promotion was effective May 26, 2024. Prior to joining the Bank, Mr. Costa had served at Mann Lake Group as the Chief Executive Officer and Founder from October 2020 where he provided advice to banks, trade associations and fintech firms on credit strategy, capital allocation, risk program design, regulatory relations, and compliance risk management. From 2013 through October 2020, he served as an executive officer of TCF Financial Corporation ("TCF") in progressively increasing positions including Executive Vice President and Chief Risk Officer and Chief Credit Officer from August 2019, Chief Risk Officer and Chief Credit Officer from January 2017, and Chief Risk Officer since August 2013. TCF was a $49 billion regional bank holding company with operations in USA, Canada and Asia. At TCF, Mr. Costa managed operations and all credit and risk functions. He led the merger integration of TCF and Chemical Bank. He was also the lead executive in navigating TCF through its response to COVID-19 to include employee safety, resiliency of operations, as well as capital and liquidity management. Mr. Costa does not have any family relationships, and is not involved in any related party transactions that are required to be disclosed herein pursuant to applicable SEC statutes, rules or regulations. In his capacity as Executive Vice President, Chief Risk Officer and Chief Operating Officer of the Bank, Mr. Costa will receive an

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 99.1 Banner Bank Press Release Announcing Chief Risk Officer Jim Costa promoted to expanded role including Chief Operating Officer. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: May 29, 2024 By: /s/ Mark J. Grescovich Mark J. Grescovich President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR