Banner (BANR) director gets 1,627 restricted shares vesting in 2027

Rhea-AI Filing Summary

HERENCIA ROBERTO R reported acquisition or exercise transactions in this Form 4 filing.

Banner Corp director Roberto R. Herencia received an equity award rather than buying shares on the market. He was granted 1,627 shares of common stock as restricted stock under the 2023 Omnibus Incentive Plan at a closing trading price of $62.89 per share on the grant date.

The restricted shares vest fully on May 19, 2027 and are subject to forfeiture and transfer limits until vesting. After this award, Herencia directly holds 19,174 shares of Banner Corp common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider HERENCIA ROBERTO R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	1,627	$62.89	$102K

Holdings After Transaction: Common Stock, $0.01 par value per share — 19,174 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 stock grant: 1,627 shares Grant valuation price: $62.89 per share Shares after transaction: 19,174 shares +2 more

5 metrics

Restricted stock grant 1,627 shares Award of common stock under 2023 Omnibus Incentive Plan

Grant valuation price $62.89 per share Closing trading price on grant date used for award

Shares after transaction 19,174 shares Total common shares directly held after award

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

Security type Common Stock, $0.01 par value Non-derivative equity security granted

Key Terms

restricted stock, 2023 Omnibus Incentive Plan, vesting, subject to forfeiture, +1 more

5 terms

restricted stock financial

"Represents award of restricted stock pursuant to 2023 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.

2023 Omnibus Incentive Plan financial

"Represents award of restricted stock pursuant to 2023 Omnibus Incentive Plan"

vesting financial

"shares vest fully on May 19, 2027"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

subject to forfeiture financial

"These shares are subject to forfeiture and to limits on transferability"

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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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^*

HERENCIA ROBERTO R

(Last) (First) (Middle)

10 SOUTH FIRST AVENUE

(Street)

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		1,627(1)	A	$62.89(2)	19,174	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 Mr. Herencia	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 insider transaction did Banner Corp (BANR) report for Roberto R. Herencia?

Banner Corp reported that director Roberto R. Herencia received a grant of 1,627 restricted shares of common stock. This was a compensation-related award under the company’s 2023 Omnibus Incentive Plan, not an open-market stock purchase.

At what price was the Banner Corp (BANR) restricted stock grant valued?

The restricted stock grant was valued at the common stock’s closing trading price of $62.89 on the grant date. This price is used to measure the initial value of the 1,627-share award for compensation and reporting purposes.

When do Roberto R. Herencia’s Banner Corp (BANR) restricted shares vest?

The 1,627 restricted shares granted to Roberto R. Herencia vest fully on May 19, 2027. Until that date, the shares are subject to forfeiture and limits on transferability, meaning he must satisfy vesting conditions to retain them.

How many Banner Corp (BANR) shares does Roberto R. Herencia hold after this grant?

Following the restricted stock grant, Roberto R. Herencia directly holds 19,174 shares of Banner Corp common stock. This figure includes the newly awarded 1,627 restricted shares, which are subject to vesting and potential forfeiture until May 19, 2027.

Is the Banner Corp (BANR) Form 4 transaction a market purchase or a compensation award?

The Form 4 transaction is a compensation-related restricted stock award, not a market purchase. The filing describes it as a grant or award under the 2023 Omnibus Incentive Plan, with shares subject to vesting, forfeiture, and transfer restrictions.