[Form 4] BANNER CORP Insider Trading Activity

Rhea-AI Filing Summary

Banner Corp Executive VP of Banner Bank Cynthia D. Purcell received stock awards and used shares to cover taxes, according to a Form 4. She was granted 3,138 restricted stock units at $61.40 per share that vest ratably over three years beginning on April 1, 2026.

She was also granted 4,707 performance-based restricted stock units at $61.40, which may vest based on corporate and individual goals for the period from January 1, 2026 through December 31, 2028. To satisfy tax obligations on previously vested awards from a 2018 plan, 872 shares were relinquished at about $61.34 per share, a tax-withholding event rather than an open-market sale.

After these transactions, Purcell directly owns 51,982 shares of Banner Corp common stock, including 4 shares through a Deferred Compensation Plan and 1,099 shares through a 401(k) Plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider PURCELL CYNTHIA D

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	3,138	$61.40	$193K
Grant/Award	Common Stock, $0.01 par value per share	4,707	$61.40	$289K
Tax Withholding	Common Stock, $0.01 par value per share	502	$61.34	$31K
Tax Withholding	Common Stock, $0.01 par value per share	370	$61.34	$23K

Holdings After Transaction: Common Stock, $0.01 par value per share — 48,147 shares (Direct)

Footnotes (1)

1. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period beginning on April 1, 2026 and ending on the third anniversary thereof. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest. Closing price on April 1, 2026. Includes direct ownership of 4 shares through Deferred Compensation Plan, and 1,099 shares through 401(k) Plan. Represents award pursuant to 2023 Omnibus Incentive Plan and is subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026 and ends on December 31, 2028. The extent to which the award vests, if at all, depends on the extent to which the performance goals are satisfied. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest. Shares relinquished to cover tax obligation on vesting of 1,274 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan. Market price on April 1, 2026. Shares relinquished to cover tax obligations on vesting of 939 performance shares pursuant to 2018 Omnibus Incentive Plan.

Key Figures

Time-based RSU grant: 3,138 units at $61.40 Performance RSU grant: 4,707 units at $61.40 Shares for tax withholding: 872 shares at $61.34 +3 more

6 metrics

Time-based RSU grant 3,138 units at $61.40 Restricted stock units vesting ratably over three years from April 1, 2026

Performance RSU grant 4,707 units at $61.40 Performance-based units for period January 1, 2026 to December 31, 2028

Shares for tax withholding 872 shares at $61.34 Shares relinquished to cover tax obligations on vesting of prior awards

Post-transaction holdings 51,982 shares Direct ownership after all reported transactions

Deferred Compensation holdings 4 shares Included within direct ownership via Deferred Compensation Plan

401(k) Plan holdings 1,099 shares Included within direct ownership via 401(k) Plan

Key Terms

restricted stock unit, 2018 Omnibus Incentive Plan, 2023 Omnibus Incentive Plan, Deferred Compensation Plan, +2 more

6 terms

restricted stock unit financial

"Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

2018 Omnibus Incentive Plan financial

"Shares relinquished to cover tax obligation on vesting of 1,274 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan."

2023 Omnibus Incentive Plan financial

"Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period..."

Deferred Compensation Plan financial

"Includes direct ownership of 4 shares through Deferred Compensation Plan, and 1,099 shares through 401(k) Plan."

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

401(k) Plan financial

"Includes direct ownership of 4 shares through Deferred Compensation Plan, and 1,099 shares through 401(k) Plan."

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

performance shares financial

"Shares relinquished to cover tax obligations on vesting of 939 performance shares pursuant to 2018 Omnibus Incentive Plan."

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

PURCELL CYNTHIA D

(Last) (First) (Middle)

10 SOUTH FIRST AVENUE

(Street)

WALLA WALLA WASHINGTON 99362

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BANNER CORP [ BANR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive VP, Banner Bank

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share	04/01/2026		A		3,138(1)	A	$61.4(2)	48,147(3)	D
Common Stock, $0.01 par value per share	04/01/2026		A		4,707(4)	A	$61.4(2)	52,854(3)	D
Common Stock, $0.01 par value per share	04/01/2026		F		502(5)	D	$61.34(6)	52,352(3)	D
Common Stock, $0.01 par value per share	04/01/2026		F		370(7)	D	$61.34(6)	51,982(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period beginning on April 1, 2026 and ending on the third anniversary thereof. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.

2. Closing price on April 1, 2026.

3. Includes direct ownership of 4 shares through Deferred Compensation Plan, and 1,099 shares through 401(k) Plan.

4. Represents award pursuant to 2023 Omnibus Incentive Plan and is subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026 and ends on December 31, 2028. The extent to which the award vests, if at all, depends on the extent to which the performance goals are satisfied. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.

5. Shares relinquished to cover tax obligation on vesting of 1,274 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

6. Market price on April 1, 2026.

7. Shares relinquished to cover tax obligations on vesting of 939 performance shares pursuant to 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Purcell	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did BANR executive Cynthia Purcell report?

Cynthia Purcell reported stock awards and tax-related share withholding. She received 3,138 restricted stock units and 4,707 performance-based units, and 872 shares were relinquished to cover tax obligations on earlier vesting awards under a prior incentive plan.

How many Banner Corp (BANR) shares does Cynthia Purcell now hold?

After the reported transactions, Cynthia Purcell directly holds 51,982 Banner Corp common shares. This total includes 4 shares held through a Deferred Compensation Plan and 1,099 shares held through a 401(k) Plan, as disclosed in the Form 4 footnotes.

Were the BANR Form 4 transactions open-market buys or sales?

No, the disclosed transactions were compensation awards and tax withholding. Purcell received restricted stock and performance-based units, while 872 shares were relinquished to satisfy tax obligations on previously vested awards, not sold in the open market.

What are the terms of Cynthia Purcell’s time-based restricted stock units at BANR?

She was granted 3,138 restricted stock units under the 2023 Omnibus Incentive Plan. These units vest ratably over three years, beginning on April 1, 2026 and ending on the third anniversary, and each unit converts into one share upon vesting, subject to forfeiture conditions.

How do Cynthia Purcell’s performance-based restricted stock units at BANR vest?

The 4,707 performance-based restricted stock units vest based on corporate and individual goals. The performance period runs from January 1, 2026 through December 31, 2028, and the actual vesting depends on how fully the specified performance objectives are achieved.

What prices were used for the BANR stock grants and tax-withholding shares?

The stock awards used a closing price of $61.40 per share on April 1, 2026. The 872 shares relinquished for tax obligations were valued using a market price of $61.34 per share on the same date, according to the Form 4 footnotes.