Banner Corp (BANR) awards director Ellen Boyer 1,123 restricted shares

Rhea-AI Filing Summary

BOYER ELLEN RM reported acquisition or exercise transactions in this Form 4 filing.

Banner Corp director Ellen Boyer received an award of 1,123 shares of restricted common stock as equity compensation. The grant was made at a closing trading price of $62.89 per share and was issued under the company’s 2023 Omnibus Incentive Plan.

The restricted shares vest fully on May 19, 2027 and are subject to forfeiture and transfer limitations until vesting. Following this award, Boyer directly holds 7,389 shares of Banner Corp common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider BOYER ELLEN RM

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	1,123	$62.89	$71K

Holdings After Transaction: Common Stock, $0.01 par value per share — 7,389 shares (Direct, null)

Footnotes (1)

1. Represents award of restricted stock pursuant to 2023 Omnibus Incentive Plan; shares vest fully on May 19, 2027. These shares are subject to forfeiture and to limits on transferability until they vest. The closing trading price of the common stock on the date of the grant was $62.89.

Key Figures

Restricted shares granted: 1,123 shares Grant-date closing price: $62.89 per share Total shares after grant: 7,389 shares +1 more

4 metrics

Restricted shares granted 1,123 shares Equity award to director Ellen Boyer

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

Total shares after grant 7,389 shares Boyer’s direct holdings following transaction

Vesting date May 19, 2027 Restricted shares vest fully on this date

Key Terms

restricted stock, 2023 Omnibus Incentive Plan, vest fully, forfeiture

4 terms

restricted stock financial

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

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.

2023 Omnibus Incentive Plan financial

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

vest fully financial

"shares vest fully on May 19, 2027. These shares are subject to forfeiture and to limits on transferability until they vest."

forfeiture financial

"These shares are subject to forfeiture and to limits on transferability until they vest."

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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^*

BOYER ELLEN RM

(Last) (First) (Middle)

10 SOUTH FIRST AVE

(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		1,123(1)	A	$62.89(2)	7,389	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 of restricted stock pursuant to 2023 Omnibus Incentive Plan; shares vest fully on May 19, 2027. These shares are subject to forfeiture and to limits on transferability until they vest.

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

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

FAQ

What did Banner Corp (BANR) director Ellen Boyer report in this Form 4?

Ellen Boyer reported receiving 1,123 shares of restricted common stock as an equity award. The grant was made at a closing price of $62.89 per share under Banner Corp’s 2023 Omnibus Incentive Plan, increasing her direct holdings to 7,389 shares.

Is Ellen Boyer’s Banner Corp Form 4 transaction a stock purchase or compensation grant?

The transaction is a compensation-related grant, not an open-market stock purchase. Boyer received 1,123 restricted shares as an award under the 2023 Omnibus Incentive Plan, with a grant-date closing price of $62.89, rather than buying shares in the market.

When do Ellen Boyer’s 1,123 restricted Banner Corp shares vest?

The 1,123 restricted shares vest fully on May 19, 2027. Until that vesting date, the award is subject to forfeiture and limits on transferability, meaning Boyer does not have unrestricted use of these shares before they vest completely.

How many Banner Corp shares does Ellen Boyer hold after this restricted stock award?

After the award, Ellen Boyer directly holds 7,389 shares of Banner Corp common stock. This total includes the newly granted 1,123 restricted shares, which remain subject to vesting conditions, forfeiture risk, and transfer restrictions until May 19, 2027.

What plan governs Ellen Boyer’s restricted stock grant at Banner Corp (BANR)?

The restricted stock grant was made under Banner Corp’s 2023 Omnibus Incentive Plan. This plan authorizes equity-based awards like restricted shares to directors and other participants, aligning their compensation with the company’s common stock performance over time.