Banner Corp (BANR) EVP sees 152 shares withheld for taxes on RSU vesting

Rhea-AI Filing Summary

Banner Corp Executive VP Janet M. Brown reported a small tax-related share disposition. On the vesting of 609 shares of restricted stock under the 2018 Omnibus Incentive Plan, 152 common shares were relinquished at a market price of $60.86 per share to cover tax obligations, rather than sold in the open market. After this withholding event, she directly holds 24,394 shares of Banner Corp common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Brown Janet M

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.01 par value per share	152	$60.86	$9K

Holdings After Transaction: Common Stock, $0.01 par value per share — 24,394 shares (Direct)

Footnotes (1)

1. Shares relinquished to cover tax obligations on vesting of 609 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan. Market price on April 2, 2026.

Key Figures

Shares withheld for taxes: 152 shares Market price per share: $60.86 Shares after transaction: 24,394 shares +1 more

4 metrics

Shares withheld for taxes 152 shares Common stock relinquished in tax-withholding disposition

Market price per share $60.86 Price used for tax-withholding on April 2, 2026

Shares after transaction 24,394 shares Total common shares directly held following disposition

Restricted shares vested 609 shares Restricted stock vesting that triggered tax-withholding

Key Terms

tax-withholding disposition, restricted stock, 2018 Omnibus Incentive Plan, Common Stock, $0.01 par value per share

4 terms

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

restricted stock financial

"vesting of 609 shares of restricted stock pursuant to the 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 the 2018 Omnibus Incentive Plan"

Common Stock, $0.01 par value per share financial

"security_title": "Common Stock, $0.01 par value per share""

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^*

Brown Janet M

(Last) (First) (Middle)

10 S. 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		152(1)	D	$60.86(2)	24,394	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 609 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

2. Market price on April 2, 2026.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Brown	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 Banner Corp (BANR) report for Janet M. Brown?

Banner Corp reported that Executive VP Janet M. Brown had 152 shares of common stock withheld to cover taxes on restricted stock vesting. This was a tax-withholding disposition, not an open-market sale, tied to the vesting of 609 restricted shares.

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. 152 shares were relinquished at $60.86 per share to satisfy tax obligations when 609 restricted shares vested under the 2018 Omnibus Incentive Plan.

How many Banner Corp shares does Janet M. Brown hold after this Form 4 event?

After the tax-withholding transaction, Janet M. Brown directly holds 24,394 shares of Banner Corp common stock. This remaining position, reported in the filing, shows she continues to own a substantial stake following the restricted stock vesting and related tax withholding.

What triggered the tax-withholding disposition reported by Banner Corp (BANR)?

The disposition was triggered by the vesting of 609 shares of restricted stock granted to Janet M. Brown. To cover the resulting tax obligations, 152 of those shares were relinquished at the April 2, 2026 market price of $60.86 per share.

What price per share was used for the tax-withholding on BANR stock?

The Form 4 states a price of $60.86 per share for the 152 shares withheld. A footnote explains this figure represents the market price on April 2, 2026, the date associated with the restricted stock vesting and resulting tax-withholding disposition.