Banner Corp (BANR) EVP logs tax-withholding on vested restricted stock

Rhea-AI Filing Summary

Banner Corp Executive VP of Banner Bank, Kenneth A. Larsen, reported a routine tax-related share disposition. On April 2, he relinquished 103 shares of common stock at $60.86 per share to cover tax obligations on the vesting of 422 restricted stock units under the 2018 Omnibus Incentive Plan. After this tax-withholding event, he beneficially owns 25,178 shares, including 3,011 shares through a Deferred Compensation Plan and 225 shares through an IRA.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Larsen Kenneth A

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.01 par value per share	103	$60.86	$6K

Holdings After Transaction: Common Stock, $0.01 par value per share — 25,178 shares (Direct)

Footnotes (1)

1. Shares relinquished to cover tax obligations on vesting of 422 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan. Market price on April 2, 2026. Includes direct ownership of 3,011 shares through Deferred Compensation Plan and 225 shares through an IRA.

Key Figures

Tax-withheld shares: 103 shares Tax-withholding share value: $60.86 per share Shares following transaction: 25,178 shares +3 more

6 metrics

Tax-withheld shares 103 shares Shares relinquished to cover tax obligations on vesting

Tax-withholding share value $60.86 per share Market price on April 2, 2026

Shares following transaction 25,178 shares Total beneficial ownership after tax-withholding disposition

Restricted stock vested 422 shares Restricted stock vesting that triggered tax obligation

Deferred Compensation Plan holdings 3,011 shares Portion of total shares held via Deferred Compensation Plan

IRA holdings 225 shares Portion of total shares held through an IRA

Key Terms

tax obligations, restricted stock, 2018 Omnibus Incentive Plan, Deferred Compensation Plan, +1 more

5 terms

tax obligations financial

"Shares relinquished to cover tax obligations on vesting of 422 shares"

restricted stock financial

"vesting of 422 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"

Deferred Compensation Plan financial

"Includes direct ownership of 3,011 shares through Deferred Compensation Plan"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

IRA financial

"and 225 shares through an IRA"

An individual retirement account (IRA) is a savings account designed to help people put aside money for their retirement, often with tax advantages that encourage long-term savings. It matters to investors because it can grow over time, providing financial security later in life, and offers benefits that can reduce current taxes or allow investments to compound more effectively.

Form 4 Insider Transactions: What Each Field Means →

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^*

Larsen Kenneth A

(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, Banner Bank

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value per share	04/02/2026		F		103(1)	D	$60.86(2)	25,178(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. Shares relinquished to cover tax obligations on vesting of 422 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

2. Market price on April 2, 2026.

3. Includes direct ownership of 3,011 shares through Deferred Compensation Plan and 225 shares through an IRA.

	/s/ Richard C. Arnold, attorney-in-fact for Mr. Larsen	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)

FAQ

What insider transaction did BANR executive Kenneth A. Larsen report?

Kenneth A. Larsen reported a tax-related share disposition of 103 Banner Corp shares. These shares were relinquished to satisfy tax obligations on the vesting of 422 restricted stock units, rather than sold in an open-market transaction.

Was the BANR Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 103 shares were surrendered to cover tax obligations arising from the vesting of 422 restricted stock units granted under the 2018 Omnibus Incentive Plan.

How many Banner Corp shares does Kenneth A. Larsen hold after this transaction?

Following the tax-withholding disposition, Kenneth A. Larsen holds 25,178 Banner Corp shares. This total includes 3,011 shares held through a Deferred Compensation Plan and 225 shares held through an IRA, reflecting his ongoing equity stake.

What price was used for the tax-withholding shares in the BANR filing?

The tax-withheld 103 shares were valued at $60.86 per share. A footnote states this amount represents the market price on April 2, 2026, the date the restricted stock units vested and the tax obligation was satisfied.

What equity award triggered the tax-withholding in the BANR Form 4?

The tax-withholding was triggered by the vesting of 422 shares of restricted stock. These shares vested under Banner Corp’s 2018 Omnibus Incentive Plan, which governs equity compensation awards such as restricted stock for executives and other participants.