[Form 4] Banner Corp. Insider Trading Activity

Rhea-AI Filing Summary

Item 5.03 — Charter validation On 4 Aug 2025 CXApp Inc. (Nasdaq: CXAI) filed a Delaware DGCL §204 Certificate of Validation to correct a clerical omission that left its Second Amended & Restated Certificate of Incorporation unfiled after shareholder approval on 14 Mar 2023. The Certificate retroactively deems the charter effective at 5:00 p.m. ET on that date, thereby validating all corporate acts taken in reliance on it, including issuances of Class C common stock.

Status & risk The Certificate has been submitted to the Delaware Secretary of State but is not yet approved; CXApp will amend this 8-K if modifications are required.

Item 8.01 — Stockholder notice Under §204(g), the board’s ratification resolutions and a stockholder Notice (Ex. 99.1) are deemed delivered via this filing and must also be sent within 60 days.

• No financial or operating metrics disclosed
• Exhibits: Certificate (3.1), Restated Charter (3.2), Stockholder Notice (99.1), XBRL cover (104)

Positive

• Retroactive validation removes uncertainty over the legality of past share issuances and other corporate acts.
• Board decisiveness in promptly addressing the defect reflects stronger governance oversight.

Negative

• Approval pending: Delaware Secretary of State has not yet accepted the Certificate, leaving residual risk.
• Process lapse: The original failure to file the charter indicates weaknesses in administrative controls.

Insights

Corporate Governance Analyst

TL;DR: Filing cures charter defect; validates past share actions but hinges on Delaware approval—moderate governance clean-up, neutral valuation impact.

The §204 Certificate removes the risk that prior share issuances and other actions could be challenged as void, a potential overhang for investors. Retroactive validation strengthens the company’s capital structure and limits litigation exposure. However, the Secretary of State has not yet accepted the filing; if corrections are requested, additional delays or costs could arise. Because the matter is procedural and does not alter financial guidance or operations, we view the market impact as limited. Overall governance diligence is positive, but the prior clerical oversight signals room for process improvement.

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^*

Collingsworth Connie R

(Last) (First) (Middle)

10 SOUTH FIRST AVENUE

(Street)

WALLA WALLA WA 99362

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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

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

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

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	08/01/2025		A		64(1)	A	$61.08(2)	13,204	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 20, 2026. 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 $61.08.

	/s/ Connie R. Collingsworth	08/04/2025
	** 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.

FAQ

Why did CXAI file a Certificate of Validation on 4 Aug 2025?

To retroactively validate its Second Amended & Restated Charter that was approved but not filed on 14 Mar 2023.

Does the filing affect CXAI’s outstanding shares?

Yes. It confirms that previously issued Class C common shares are valid and no longer voidable.

Has Delaware approved CXAI’s Certificate of Validation?

Not yet. The Certificate is filed but awaits approval; the company will amend the 8-K if changes are required.

Will shareholders receive additional notice?

Yes. DGCL §204(g) requires a stockholder notice within 60 days; a copy is included as Exhibit 99.1.

Are there any financial results in this 8-K?

No. The report solely addresses a corporate governance matter and contains no earnings or guidance.