Banner Corporation · NASDAQ:BANR
Banner — Merger or Acquisition (May 2026)
9 slides from Banner's merger presentation, May 1, 2026
Slide 1: Acquisition of Pacific Financial Corporation
A c q u i s i t i o n o f Pa c i f i c F i n a n c i a l C o r p o ra t i o n Since 1890 A p r i l 3 0 , 2 0 2 6
Slide 2: Forward-looking statements
2 This presentation includes forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can often, but not always, be identified by the use of words like “believe”, “continue”, “pattern”, “estimate”,
Slide 3: Additional Information and Where to Find It
3 Additional Information and Where to Find It Banner will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement of Pacific Financial that also constitutes a prospectus of Banner. After the registr
Slide 4: In-Market Transaction of Attractive Deposit Franchise with Low Execution Risk
4 In-Market Transaction of Attractive Deposit Franchise with Low Execution Risk Attractive Deposit Franchise Low Risk, In-Market Transaction Positive Financial Impact ✓ Disciplined pricing ✓ ~3.2% EPS accretion with fully phased-in cost savings ✓ Limited TBV dilution with <3 year earnback ✓ Attracti
Slide 5: Pacific Financial Corporation Overview
CEO Denise Portmann, who brings over two decades of leadership experience at Pacific, is expected to continue as part of the Banner team Pacific Financial Corporation Overview 5 Loan Composition (2) 3/31/2026 Deposit Composition (2) 3/31/2026 Pacific Financial Corporation (“PFLC”) was formed in 1997
Slide 6: Attractive Deposit Franchise That Adds Complementary Washington Coast Density
0.25% 5.50% 0.08% 0.75% Q3'21 Q4'21 Q1'22 Q2'22 Q3'22 Q4'22 Q1'23 Q2'23 Q3'23 Q4'23 Fed-Funds Rate (Top End) PFLC Cost of Deposits Attractive Deposit Franchise That Adds Complementary Washington Coast Density 6 Presence in Attractive Markets Granular, Low-Cost & In-Market Deposit Franchise Review of
Slide 7: Key Transaction Assumptions
Key Transaction Assumptions 7 Consideration & Deal Value • Consideration Mix: 100% stock consideration(1) • Exchange Ratio: 0.2633 shares of Banner common stock for each share of Pacific Financial common stock • Transaction Value: $177mm deal value(2) • Price / TBV: 1.54x • Price / 2027E Earnings wi
Slide 8: Attractive Financial Impact
Attractive Financial Impact 8 P / TBV Core Deposit Premium Fully-Phased EPS Acc. TBVPS Acc. / (Dil.) TBV Earnback (Yrs) IRR Target as % of Combined Assets Disciplined Pricing Resulting in… …Attractive Financial Impact 1.54x 6.0% 3.2% ~(2.0%) 2.8 Yrs >25% 7% Attractive Proforma Franchise 6.3x P / 27E
Slide 9: Key Takeaways
Key Takeaways 9 Strengthens Banner’s franchise in attractive Washington and Oregon markets, adding strong local relationships and a well-established community banking presence Compelling financial profile with near-term earnings uplift, driven by Pacific Financial’s low funding costs, strong core de