Banner Corp EVP receives RSU grants and tax withholdings

Banner Corp Executive VP Sherrey Luetjen received equity compensation awards and had shares withheld for taxes.

Rhea-AI Filing Summary

Banner Corp Executive VP Sherrey Luetjen received equity compensation awards and had shares withheld for taxes. On April 1, 2026, Luetjen was granted 2,200 restricted stock units that vest ratably over three years starting April 1, 2026, and 3,300 performance-based restricted stock units tied to goals through December 31, 2028, both referenced at about $61.40 per share. The filing also shows 201 and 161 shares relinquished at about $61.34 per share to cover tax obligations on vesting of earlier restricted stock awards. After these transactions, Luetjen directly holds 24,919 shares of Banner Corp common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Luetjen Sherrey

Role Executive VP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	2,200	$61.40	$135K
Grant/Award	Common Stock, $0.01 par value per share	3,300	$61.40	$203K
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	201	$61.34	$12K
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	161	$61.34	$10K

Holdings After Transaction: Common Stock, $0.01 par value per share — 24,919 shares (Direct)

Footnotes (6)

1. F1. 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. F2. Closing price on April 1, 2026.
3. F3. 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. F4. Shares relinquished to cover tax obligations on vesting of 824 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
5. F5. Market price on April 1, 2026.
6. F6. Shares relinquished to cover tax obligations on vesting of 658 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

Key Figures

Time-based RSUs granted: 2,200 shares Performance-based RSUs granted: 3,300 shares Reference grant price: $61.40 per share +2 more

5 metrics

Time-based RSUs granted 2,200 shares Restricted stock units vesting ratably over three years from April 1, 2026

Performance-based RSUs granted 3,300 shares Restricted stock units subject to performance goals through December 31, 2028

Reference grant price $61.40 per share Closing price on April 1, 2026 for RSU awards

Shares withheld for taxes 362 shares 201 and 161 shares relinquished at $61.34 to cover tax obligations

Shares held after transactions 24,919 shares Direct holdings of common stock following 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 824 shares of restricted stock..."

Omnibus Incentive Plan financial

"Shares relinquished to cover tax obligations on vesting of 658 shares of restricted stock 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.

FAQ

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

What equity awards did BANR Executive VP Sherrey Luetjen receive?

Sherrey Luetjen received 2,200 time-based and 3,300 performance-based restricted stock units. The time-based units vest over three years from April 1, 2026, while the performance units depend on goals through December 31, 2028.

At what price were Sherrey Luetjen’s BANR stock awards valued?

The restricted stock unit grants reference a share price of about $61.40. A separate $61.34 per share figure is used for shares relinquished to cover tax obligations upon vesting of earlier restricted stock awards.

How many BANR shares does Sherrey Luetjen hold after these transactions?

After the April 1, 2026 transactions, Sherrey Luetjen directly holds 24,919 shares of Banner Corp common stock. This figure reflects the new awards and the shares relinquished to satisfy related tax obligations on vesting.

Were any of Sherrey Luetjen’s BANR transactions open-market sales or purchases?

No open-market sales or purchases are shown. The Form 4 reports equity compensation grants and shares relinquished to cover tax obligations on vesting of restricted stock, rather than discretionary market trades in Banner Corp shares.

Why were some of Sherrey Luetjen’s BANR shares relinquished?

A total of 201 and 161 shares were relinquished to cover tax obligations. These relate to the vesting of 824 and 658 restricted shares under a 2018 Omnibus Incentive Plan and are recorded as tax-withholding dispositions.

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

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Accepted by SEC EDGAR 04/02/2026 - 03:53 PM 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^*

Luetjen Sherrey

(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)
04/01/2026

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		2,200(1)	A	$61.4(2)	21,981	D
Common Stock, $0.01 par value per share	04/01/2026		A		3,300(3)	A	$61.4(2)	25,281	D
Common Stock, $0.01 par value per share	04/01/2026		F		201(4)	D	$61.34(5)	25,080	D
Common Stock, $0.01 par value per share	04/01/2026		F		161(6)	D	$61.34(5)	24,919	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. 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. Shares relinquished to cover tax obligations on vesting of 824 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

5. Market price on April 1, 2026.

6. Shares relinquished to cover tax obligations on vesting of 658 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

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