[Form 4] BANNER CORP Insider Trading Activity

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Banner Corp Executive VP Robert Butterfield reported a routine tax-withholding transaction. On April 2, 2026, 280 shares of common stock were relinquished at $60.86 per share to cover tax obligations on the vesting of 627 restricted shares under the 2018 Omnibus Incentive Plan.

After this non-market disposition, Butterfield directly owns 32,687 shares of Banner Corp common stock. The filing reflects compensation-related share withholding rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Butterfield Robert

Role Executive VP

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.01 par value per share	280	$60.86	$17K

Holdings After Transaction: Common Stock, $0.01 par value per share — 32,687 shares (Direct)

Footnotes (1)

Shares relinquished to cover tax obligations on vesting of 627 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan. Market price on April 2, 2026.

Key Figures

Tax-withholding shares: 280 shares Tax-withholding share price: $60.86 per share Shares owned after transaction: 32,687 shares +1 more

4 metrics

Tax-withholding shares 280 shares Relinquished on April 2, 2026 to cover tax obligations

Tax-withholding share price $60.86 per share Market price on April 2, 2026 for withheld shares

Shares owned after transaction 32,687 shares Direct holdings following the reported tax-withholding disposition

Restricted shares vested 627 shares Restricted stock vesting under 2018 Omnibus Incentive Plan

Key Terms

tax obligations, restricted stock, 2018 Omnibus Incentive Plan, tax-withholding disposition

4 terms

tax obligations financial

"Shares relinquished to cover tax obligations on vesting of 627 shares"

restricted stock financial

"on vesting of 627 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2018 Omnibus Incentive Plan financial

"restricted stock pursuant to 2018 Omnibus Incentive Plan"

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 01:00 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^*

Butterfield Robert

(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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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	04/02/2026		F		280⁽¹⁾	D	$60.86⁽²⁾	32,687	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. Shares relinquished to cover tax obligations on vesting of 627 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

2. Market price on April 2, 2026.

	/s/ Richard C. Arnold, attorney-in-fact for Mr. Butterfield	04/03/2026
	** 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 transaction did BANR Executive VP Robert Butterfield report?

Robert Butterfield reported 280 Banner Corp shares relinquished to cover tax obligations. The shares were withheld upon vesting of 627 restricted shares under the 2018 Omnibus Incentive Plan, making this a routine compensation-related adjustment rather than an open-market trade.

Was Robert Butterfield’s BANR Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 280 shares were surrendered at $60.86 per share to satisfy tax obligations when 627 restricted shares vested, a common mechanism for handling taxes on equity compensation.

How many BANR shares does Robert Butterfield hold after this Form 4 filing?

Following the reported tax-withholding transaction, Robert Butterfield directly owns 32,687 shares of Banner Corp common stock. This indicates the 280 shares relinquished for taxes were small relative to his overall direct position and reflect routine equity compensation treatment.

What triggered the tax-withholding transaction reported by BANR’s Executive VP?

The tax-withholding disposition was triggered by the vesting of 627 restricted shares. To meet tax obligations arising from that vesting, 280 Banner Corp shares were relinquished, as disclosed in the Form 4 footnotes referencing the 2018 Omnibus Incentive Plan.

At what price were the BANR shares valued for Robert Butterfield’s tax withholding?

The 280 shares used for tax withholding were valued at $60.86 per share. A footnote explains this represented the market price on April 2, 2026, the date the restricted shares vested and the compensation-related tax obligation arose for the Executive VP.