Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
+Added: Market Information and Holders
Our voting common stock is principally traded on the NASDAQ Global Select Market under the symbol “BANR.” Shareholders of record as of December 31, 2022 totaled 1,856 based upon securities position listings furnished to us by our transfer agent.
This total does not reflect the number of persons or entities who hold stock in nominee or “street” name through various brokerage firms.
−Removed: Issuer Purchases of Equity Securities
+Added: Banner has historically paid cash dividends to its common shareholders.
+Added: Payments of future cash dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including our business, operating results and financial condition, capital requirements, current and anticipated cash needs, plans for expansion, any legal or contractual limitation on our ability to pay dividends and other relevant factors including required payments on our TPS.
+Added: During 2022, we increased our regular quarterly dividend by 9% to $0.48 per share.
+Added: No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in future periods.
+Added: Dividends on common stock from Banner depend substantially upon receipt of dividends from the Bank, which is the Company’s predominant source of income.
+Added: Management’s projections show an expectation that cash dividends will continue for the foreseeable future.
+Added: Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following table provides information about repurchases of common stock by the Company during the quarter ended December 31, 2022:
−Removed: Period Total Number of Common Shares Purchased Average Price Paid per Common Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Number of Remaining Shares that May be Purchased at Period End under the Board Authorization
+Added: Period Total Number of Common Shares Purchased (1)
+Added: Average Price Paid per Common Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Number of Remaining Shares that May be Purchased at Period End under the Board Authorization
October 1, 2022 - October 31, 2022 72 $ 59.36 — 1,512,510
2 unchanged sentences
Total for quarter 853 $ 70.36 — 1,512,510
+Added: (1) Includes 853 shares were surrendered by employees to satisfy tax withholding obligations upon the vesting of restricted stock grants in the fourth quarter of 2022.
On December 22, 2021, the Company announced that its Board of Directors had authorized the repurchase up to 1,712,510 shares of the Company’s common stock (which was equivalent to 5% of the Company’s common stock).
−Removed: Under the authorization, shares may be repurchased by the Company in open market purchases.
−Removed: No shares were repurchased under this authorization during December 2021.
−Removed: The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations.
−Removed: In addition, 180 shares were surrendered by employees to satisfy tax withholding obligations upon the vesting of restricted stock grants in the fourth quarter of 2021.
+Added: This authorization expired in December of 2022.
There were no shares tendered in connection with option exercises during the years ended December 31, 2022 and 2021, respectively.
Restricted shares canceled to pay withholding taxes totaled 55,228 and 59,730 during the years ended December 31, 2022 and 2021, respectively.
+Added: Equity Compensation Plan Information
+Added: The equity compensation plan information presented under subparagraph (d) in Part III, Item 12 of this Form 10-K is incorporated herein by reference.
Performance Graph
−Removed: The following graph compares the cumulative total shareholder return on Banner Corporation common stock with the cumulative total return on the NASDAQ (U.S.
+Added: The following graph compares the cumulative total shareholder return on Banner common stock with the cumulative total return on the NASDAQ (U.S.
Stock) Index, a peer group of the KBW Regional Bank Index and the S&P 500.
7 unchanged sentences
Information for the graph was provided by Bloomberg LP, New York City, NY.
−Removed: Our ability to pay dividends on our common stock depends primarily on dividends we receive from Banner Bank.
−Removed: The timing and amount of cash dividends paid on our common stock depends on our earnings, capital requirements, financial condition and other relevant factors, including required payments on our TPS, and is subject to the discretion of our Board of Directors.
−Removed: During 2021, we kept our regular quarterly dividend at $0.41 per share.
−Removed: Subsequent to December 31, 2021, we declared a $0.44 per share quarterly dividend, a 7% increase compared to the 2021 quarterly dividend, payable on February 14, 2022.
−Removed: There can be no assurance that we will pay dividends on our common stock in the future.
−Removed: For additional information on our ability to pay dividends, see Item 1 of this report, “Business–Regulation–Banner Bank–Dividends” and “Banner Corporation–Dividends.”
Item 6 - Reserved
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.