Item 5. Market for Registrant’s Common Equity
Item 5 – Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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, 2025, totaled 1,594 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.
Dividends
Banner has historically paid cash dividends to its common shareholders. 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 junior subordinated debentures. No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in future periods. Dividends on common stock from Banner depend substantially upon receipt of dividends from the Bank, which is the Company’s predominant source of income. Management’s projections show an expectation that cash dividends will continue for the foreseeable future.
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, 2025:
Period Total Number of Common Shares Purchased (1)
Average Price Paid per Common Share Total Number of Shares Purchased as Part of Publicly Announced Plan Maximum Number of Shares that May Yet be Purchased as Part of Publicly Announced Plan (2)
October 1, 2025 - October 31, 2025 251,472 $ 63.16 249,975 1,229,224
November 1, 2025 - November 30, 2025 81 60.35 — 1,229,224
December 1, 2025 - December 31, 2025 — — 1,229,224
Total for quarter 251,553 $ 63.16 249,975
(1) Included in this column are 1,578 of common shares that were surrendered by employees to satisfy tax withholding obligations upon the vesting of restricted stock grants in the fourth quarter of 2025, and were not repurchased as part of any publicly announced stock repurchase plan or program. Restricted shares canceled to pay withholding taxes totaled 56,321 and 46,437 during the years ended December 31, 2025 and 2024, respectively.
(2) On July 24, 2025, the Company announced that its Board of Directors had approved a share repurchase program authorizing the repurchase of up to 1,729,199 shares of the Company’s common stock, representing approximately 5% of the Company’s then-outstanding shares, over the subsequent 12 months. Under the authorization, shares may be repurchased from time to time in open market transactions. The Company repurchased 499,975 shares of common stock during the year ended December 31, 2025 in connection with this share repurchase program. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations.
Equity Compensation Plan Information
The equity compensation plan information presented under subparagraph (d) in Part III, Item 12 of this Form 10-K is incorporated herein by reference.
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Performance Graph
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. Total return assumes the reinvestment of all dividends.
Year Ended*
Index 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24 12/31/25
Banner Corporation $ 100.00 $ 134.27 $ 143.90 $ 126.71 $ 164.05 $ 158.70
NASDAQ Composite 100.00 122.18 82.43 119.22 154.48 187.13
KBW Regional Bank Index 100.00 136.65 127.19 126.70 143.42 152.74
S&P 500 100.00 128.71 105.40 133.10 166.41 196.16
*Assumes $100 invested in Banner Corporation common stock and each index at the close of business on December 31, 2020 and that all dividends were reinvested. Information for the graph was provided by Bloomberg LP.
Item 6 - Reserved
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