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  4. [Form 4] BANNER CORP Insider Trading Activity

Banner Corp (BANR) EVP granted stock units and withholds shares for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Banner Corp Executive VP of Banner Bank, Kenneth A. Larsen, reported equity compensation and related tax withholding in company stock. He received 1,324 restricted stock units under the 2023 Omnibus Incentive Plan that vest ratably over three years starting on April 1, 2026. He also received 1,986 performance-based restricted stock units tied to corporate and individual goals for a period from January 1, 2026 through December 31, 2028. To cover tax obligations on vesting of earlier restricted stock awards, 126 and 93 shares were relinquished, rather than sold on the market. After these transactions, he directly owns 25,281 shares of Banner Corp common stock, including 3,011 shares held through a Deferred Compensation Plan and 225 shares in an IRA.

Positive

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Negative

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Insider Larsen Kenneth A
Role Executive VP, Banner Bank
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value per share 1,324 $61.40 $81K
Grant/Award Common Stock, $0.01 par value per share 1,986 $61.40 $122K
Tax Withholding Common Stock, $0.01 par value per share 126 $61.34 $8K
Tax Withholding Common Stock, $0.01 par value per share 93 $61.34 $6K
Holdings After Transaction: Common Stock, $0.01 par value per share — 23,514 shares (Direct)
Footnotes (1)
  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. Closing price on April 1, 2026. Includes direct ownership of 3,011 shares through Deferred Compensation Plan and 225 shares through an IRA. 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. Shares relinquished to cover tax obligations on vesting of 514 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan. Market price on April 1, 2026. Shares relinquished to cover tax obligations on vesting of 378 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
Time-based RSU award 1,324 units Restricted stock units vesting over three years starting April 1, 2026
Performance-based RSU award 1,986 units Units subject to goals from January 1, 2026 to December 31, 2028
Share price reference for awards $61.40 per share Closing price on April 1, 2026
Shares relinquished for taxes (first grant) 126 shares To cover tax on vesting of 514 restricted shares
Shares relinquished for taxes (second grant) 93 shares To cover tax on vesting of 378 restricted shares
Tax withholding price $61.34 per share Market price used for tax-withholding share values on April 1, 2026
Post-transaction direct holdings 25,281 shares Direct ownership after reported transactions, including Deferred Plan and IRA
Deferred compensation holdings 3,011 shares Direct ownership component via Deferred Compensation Plan
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..."
Deferred Compensation Plan financial
"Includes direct ownership of 3,011 shares through Deferred Compensation Plan and 225 shares through an IRA."
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
"Includes direct ownership of 3,011 shares through Deferred Compensation Plan 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.
tax obligations financial
"Shares relinquished to cover tax obligations on vesting of 514 shares of restricted stock..."
performance goals financial
"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."
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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive VP, Banner Bank
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value per share04/01/2026A1,324(1)A$61.4(2)23,514(3)D
Common Stock, $0.01 par value per share04/01/2026A1,986(4)A$61.4(2)25,500(3)D
Common Stock, $0.01 par value per share04/01/2026F126(5)D$61.34(6)25,374(3)D
Common Stock, $0.01 par value per share04/01/2026F93(7)D$61.34(6)25,281(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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. Includes direct ownership of 3,011 shares through Deferred Compensation Plan and 225 shares through an IRA.
4. 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.
5. Shares relinquished to cover tax obligations on vesting of 514 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
6. Market price on April 1, 2026.
7. Shares relinquished to cover tax obligations on vesting of 378 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
/s/ Richard C. Arnold, attorney-in-fact for Mr. Larsen04/02/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR