How many Banner Corp shares were awarded to Jennifer Krug on April 1, 2026?

On April 1, 2026, Jennifer Krug was awarded 1,059, 1,588 and 840 restricted stock units of Banner Corp common stock. Each unit represents one share upon vesting, subject to time-based vesting schedules or achievement of specified performance goals under the company’s incentive plans.

Why were some Banner Corp shares relinquished in Jennifer Krug’s Form 4?

The Form 4 shows 176 and 83 shares relinquished to cover tax obligations on vesting of 653 and 340 restricted shares, respectively. These tax-withholding dispositions are administrative and do not represent open-market sales or discretionary selling of Banner Corp stock by the executive.

How many Banner Corp shares does Jennifer Krug hold after these transactions?

After the April 1, 2026 transactions, Jennifer Krug directly holds 10,651 shares of Banner Corp common stock. This figure reflects the net position after receiving new restricted stock unit awards and relinquishing a small number of shares to satisfy tax obligations on earlier restricted stock vesting.

Restricted stock awards and tax withholding for Banner Corp (BANR) EVP

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Banner Corp Executive VP Jennifer Jane Krug received multiple stock awards and had shares withheld for taxes. On April 1, 2026 she was granted 1,059, 1,588 and 840 restricted stock units at $61.40, with vesting over one year, three years, or based on 2026–2028 performance goals. Separately, 176 and 83 shares were relinquished at about $61.34 to cover tax obligations on vesting of earlier restricted stock, leaving her with 10,651 common shares held directly.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Krug Jennifer Jane

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	1,059	$61.40	$65K
Grant/Award	Common Stock, $0.01 par value per share	1,588	$61.40	$98K
Grant/Award	Common Stock, $0.01 par value per share	840	$61.40	$52K
Tax Withholding	Common Stock, $0.01 par value per share	176	$61.34	$11K
Tax Withholding	Common Stock, $0.01 par value per share	83	$61.34	$5K

Holdings After Transaction: Common Stock, $0.01 par value per share — 8,482 shares (Direct)

Footnotes (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. 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. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest over a one-year period beginning on April 1, 2026 and ending on the first 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. Shares relinquished to cover tax obligations on vesting of 653 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 340 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

Key Figures

Time-based RSU grant: 1,059 shares at $61.40 Performance-based RSU grant: 1,588 shares at $61.40 One-year RSU grant: 840 shares at $61.40 +2 more

5 metrics

Time-based RSU grant 1,059 shares at $61.40 Restricted stock units vesting ratably over three years beginning April 1, 2026

Performance-based RSU grant 1,588 shares at $61.40 Award under 2023 Omnibus Incentive Plan tied to 2026–2028 performance goals

One-year RSU grant 840 shares at $61.40 Restricted stock units vesting over one year from April 1, 2026

Tax-withholding shares 176 and 83 shares at $61.34 Shares relinquished to cover tax on vesting of 653 and 340 restricted shares

Post-transaction holdings 10,651 shares Common stock held directly by Jennifer Krug after April 1, 2026 transactions

Key Terms

restricted stock unit, 2023 Omnibus Incentive Plan, performance goals, tax obligations, +1 more

5 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.

2023 Omnibus Incentive Plan financial

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

performance goals financial

"subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026..."

Performance goals are specific, measurable targets a company sets for financial results, operational milestones, or individual roles—examples include revenue, profit, production levels, or completion of a project. They matter to investors because meeting or missing these targets influences management pay, future forecasts, deal-related payments and market confidence; think of them as a scoreboard that helps outsiders judge whether the business is performing as promised.

tax obligations financial

"Shares relinquished to cover tax obligations on vesting of 653 shares of restricted stock..."

Omnibus Incentive Plan financial

"pursuant to 2018 Omnibus Incentive Plan."

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 03:39 PM

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^*

Krug Jennifer Jane

(Last)

(First)

(Middle)

10 S. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value per share	04/01/2026		A		1,059⁽¹⁾	A	$61.4⁽²⁾	8,482	D
Common Stock, $0.01 par value per share	04/01/2026		A		1,588⁽³⁾	A	$61.4⁽²⁾	10,070	D
Common Stock, $0.01 par value per share	04/01/2026		A		840⁽⁴⁾	A	$61.4⁽²⁾	10,910	D
Common Stock, $0.01 par value per share	04/01/2026		F		176⁽⁵⁾	D	$61.34⁽⁶⁾	10,734	D
Common Stock, $0.01 par value per share	04/01/2026		F		83⁽⁷⁾	D	$61.34⁽⁶⁾	10,651	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. 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.

4. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest over a one-year period beginning on April 1, 2026 and ending on the first 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.

5. Shares relinquished to cover tax obligations on vesting of 653 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 340 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Krug	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did BANR executive Jennifer Krug report?

Executive VP Jennifer Krug reported stock-based compensation grants and related tax-withholding transactions. She received several restricted stock unit awards and had a small number of shares relinquished to cover taxes on previously vested restricted stock, with no open-market buying or selling disclosed.

What are the vesting terms of Jennifer Krug’s new BANR restricted stock units?

Krug’s awards include units vesting ratably over three years from April 1, 2026, units vesting over one year from the same date, and performance-based units tied to corporate and individual goals measured from January 1, 2026 through December 31, 2028, all subject to forfeiture until vesting conditions are met.

Which incentive plans govern Jennifer Krug’s BANR stock awards and tax withholding?

The newly granted restricted stock units are issued under Banner Corp’s 2023 Omnibus Incentive Plan, with varying vesting schedules and performance conditions. The tax-withholding share relinquishments relate to vesting of restricted stock granted under the company’s earlier 2018 Omnibus Incentive Plan.