[Form 4] Banner Corp. Insider Trading Activity

Rhea-AI Filing Summary

BANNER CORP (BANR) – Form 4 insider filing: Executive VP Scott S. Newman reported one transaction dated 08/01/2025.

• Transaction code F (shares withheld to satisfy taxes on equity award vesting).
• Shares withheld: 70 common shares at an indicated market price of $61.09, equal to roughly $4.3 k in value.
• The withholding relates to the vesting of 280 restricted shares granted under the 2018 Omnibus Incentive Plan.
• Post-transaction ownership: 3,768 common shares held directly.

No derivative securities were reported. The filing reflects routine tax withholding rather than an open-market sale and does not change the executive’s overall economic exposure in a material way. No other insider activity, earnings data or corporate events were disclosed.

Insights

Securities Analyst

TL;DR: Routine tax-withholding of 70 shares; immaterial, neutral signal.

The code F designation confirms the shares were surrendered solely to cover withholding taxes on vested RSUs, not a discretionary sale. The value (<$5 k) and the residual holding of 3,768 shares indicate continued alignment with shareholders. Given Banner Corp.’s ~$1 bn market cap, the transaction has <0.01 % impact on float. No derivative positions or change in insider sentiment is evident, keeping the disclosure non-impactful for valuation or governance considerations.

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^*

Newman Scott S.

(Last) (First) (Middle)

10 S. FIRST AVE.

(Street)

WALLA WALLA WA 99362

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	08/01/2025		F		70(1)	D	$61.09(2)	3,768	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 280 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

2. Market price on August 1, 2025.

	/s/ Scott S. Newman	08/04/2025
	** 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.

FAQ

What did Banner Corp (BANR) disclose in the latest Form 4?

Executive VP Scott S. Newman withheld 70 shares on 08/01/2025 to cover taxes on vested RSUs, leaving him with 3,768 shares.

Was the insider trade an open-market sale?

No. The filing lists code F, meaning the shares were surrendered for tax withholding, not sold on the market.

How many Banner Corp shares does the executive now own?

After the transaction, Scott S. Newman owns 3,768 common shares directly.

Does this Form 4 indicate bullish or bearish sentiment?

Neither; the action is administrative. It does not reflect a discretionary buy or sell decision.

What price was used for the share withholding?

The transaction references a market price of $61.09 on 08/01/2025.