Banner Corp director granted 1,162 restricted shares

Riordan Kevin F reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Riordan Kevin F reported acquisition or exercise transactions in this Form 4 filing.

Banner Corp director Kevin F. Riordan received an equity grant of 1,162 shares of common stock as a restricted stock unit award under the 2023 Omnibus Incentive Plan. The units vest fully on May 19, 2027, with each unit delivering one common share at vesting. The reference share price on the grant date was $62.89. Following this award, Riordan directly owns 12,089 shares of Banner Corp common stock, including 469 shares held through a SEP IRA and 10 shares held through an IRA rollover.

Insider Trade Summary

Grant/Award: 1,162 shares

Grant/Award 1 txn

Insider Riordan Kevin F

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	1,162	$62.89	$73K

Holdings After Transaction: Common Stock, $0.01 par value per share — 12,089 shares (Direct)

Footnotes (3)

1. F1. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest fully on May 19, 2027. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting.
2. F2. The closing trading price of the common stock on the date of the grant was $62.89.
3. F3. Includes 469 shares held through a SEP IRA and 10 shares held through an IRA Rollover.

Key Figures

Restricted stock units granted: 1,162 shares Grant date share price: $62.89 per share Total shares after grant: 12,089 shares +3 more

6 metrics

Restricted stock units granted 1,162 shares Equity award to director Kevin F. Riordan

Grant date share price $62.89 per share Closing trading price on grant date

Total shares after grant 12,089 shares Riordan’s direct holdings following transaction

SEP IRA holdings 469 shares Included within Riordan’s total Banner Corp holdings

IRA rollover holdings 10 shares Included within Riordan’s total Banner Corp holdings

Vesting date May 19, 2027 Date when RSUs vest in full

Key Terms

2023 Omnibus Incentive Plan, restricted stock unit, SEP IRA, IRA Rollover

4 terms

2023 Omnibus Incentive Plan financial

"Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest fully on May 19, 2027."

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.

SEP IRA financial

"Includes 469 shares held through a SEP IRA and 10 shares held through an IRA Rollover."

IRA Rollover financial

"Includes 469 shares held through a SEP IRA and 10 shares held through an IRA Rollover."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Banner Corp (BANR) report for Kevin F. Riordan?

Banner Corp reported that director Kevin F. Riordan received 1,162 restricted stock units of common stock as a grant under the 2023 Omnibus Incentive Plan. This is a compensation-related award, not an open-market share purchase or sale.

At what price were Kevin F. Riordan’s Banner Corp shares valued on the grant date?

The closing trading price of Banner Corp common stock on the grant date was $62.89 per share. This price is disclosed as the market value reference for the 1,162-share restricted stock unit award received by director Kevin F. Riordan.

When do Kevin F. Riordan’s 1,162 Banner Corp restricted stock units vest?

The 1,162 restricted stock units granted to director Kevin F. Riordan vest in full on May 19, 2027. On that date, each restricted stock unit converts into one share of Banner Corp common stock, subject to the plan’s terms.

How many Banner Corp shares does Kevin F. Riordan hold after this grant?

After the grant, director Kevin F. Riordan holds a total of 12,089 Banner Corp common shares. This total includes 469 shares held through a SEP IRA and 10 shares held through an IRA rollover, as disclosed in the filing footnotes.

Is Kevin F. Riordan’s Banner Corp Form 4 transaction a stock purchase or a compensation award?

The Form 4 transaction is a compensation-related award, classified as a grant or other acquisition. Riordan received 1,162 restricted stock units under the 2023 Omnibus Incentive Plan, rather than buying shares in an open-market transaction.

What plan governs Kevin F. Riordan’s restricted stock unit award at Banner Corp (BANR)?

The restricted stock unit award to director Kevin F. Riordan was made pursuant to Banner Corp’s 2023 Omnibus Incentive Plan. The plan provides for equity-based compensation, with each restricted stock unit representing the right to receive one common share upon vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 02:47 PM EDT Learn about SEC filing dates

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^*

Riordan Kevin F

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		A		1,162(1)	A	$62.89(2)	12,089(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 fully on May 19, 2027. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting.

2. The closing trading price of the common stock on the date of the grant was $62.89.

3. Includes 469 shares held through a SEP IRA and 10 shares held through an IRA Rollover.

	/s/ Richard C. Arnold, attorney-in-fact for Mr. Riordan	06/02/2026
	** 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)