Banner Corp director granted 1,007 restricted shares

Tracey Millicent C. reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Tracey Millicent C. reported acquisition or exercise transactions in this Form 4 filing.

Banner Corp director Tracey Millicent C. reported an award of 1,007 shares of common stock as a grant under the company’s 2023 Omnibus Incentive Plan. The award is in the form of restricted stock that will fully vest on May 19, 2027 and is subject to forfeiture and transfer limits until vesting. After this compensation award, Tracey directly holds a total of 1,789 shares of Banner Corp common stock.

Insider Trade Summary

Grant/Award: 1,007 shares

Grant/Award 1 txn

Insider Tracey Millicent C.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	1,007	$62.89	$63K

Holdings After Transaction: Common Stock, $0.01 par value per share — 1,789 shares (Direct)

Footnotes (2)

1. F1. 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. F2. The closing trading price of the common stock on the date of the grant was $62.89.

Key Figures

Restricted stock grant: 1,007 shares Grant reference price: $62.89 per share Post-grant holdings: 1,789 shares +1 more

4 metrics

Restricted stock grant 1,007 shares Award of common stock as restricted shares

Grant reference price $62.89 per share Closing trading price on grant date

Post-grant holdings 1,789 shares Total direct common stock after transaction

Vesting date May 19, 2027 Restricted stock vests fully on this date

Key Terms

restricted stock, 2023 Omnibus Incentive Plan, subject to forfeiture, closing trading price

4 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"

subject to forfeiture financial

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

closing trading price financial

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Banner Corp (BANR) director Tracey Millicent C. report on this Form 4?

Banner Corp director Tracey Millicent C. reported receiving 1,007 shares of restricted common stock as a grant. The award is part of equity-based compensation and increases her direct holdings to 1,789 shares following the transaction.

Was the BANR Form 4 transaction a purchase or a compensation grant?

The Form 4 shows a compensation-related grant, not an open-market purchase. Code "A" indicates a grant or award, and the filing states the 1,007 shares were awarded as restricted stock under Banner Corp’s 2023 Omnibus Incentive Plan.

What are the vesting terms of the 1,007 restricted shares reported for BANR?

The 1,007 restricted shares vest fully on May 19, 2027. Until vesting, they are subject to forfeiture and limits on transferability, meaning the director must satisfy service or other plan conditions before the shares become unrestricted.

What was the reference price for the restricted stock grant reported by BANR?

The closing trading price of Banner Corp common stock on the grant date was $62.89 per share. This price is disclosed in the footnotes and typically reflects the value used to measure the grant for compensation purposes.

How many Banner Corp (BANR) shares does the director hold after this Form 4 transaction?

Following the restricted stock grant, the director’s direct holdings total 1,789 shares of Banner Corp common stock. This figure includes the newly awarded 1,007 restricted shares, which remain subject to vesting and potential forfeiture conditions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 02:59 PM EDT Learn about SEC filing dates

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^*

Tracey Millicent C.

(Last) (First) (Middle)

10 SOUTH FIRST AVENUE

(Street)

WALLA WALL 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		1,007(1)	A	$62.89(2)	1,789	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. Tracey	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)