Banner Corp (NASDAQ: BANR) EVP gets 923 shares, surrenders 348 for taxes

Rhea-AI Filing Summary

Banner Corp Executive VP of Banner Bank Karen Harrison reported stock-based compensation activity in common stock. On March 4, 2026, she acquired 923 shares as a grant or award at a market price of $60.87 per share, increasing her direct holdings to 9,290 shares. On the same date, she disposed of 348 shares in a tax-withholding transaction related to vesting, resulting in direct ownership of 8,942 shares.

Footnotes explain that this relates to a performance share award originally reported for 1,284 shares, with 923 shares ultimately vesting based on performance results determined by Banner Corporation’s Compensation Committee, and the share relinquishment covering tax obligations under the 2018 Omnibus Incentive Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Harrison Karen

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	923	$60.87	$56K
Tax Withholding	Common Stock, $0.01 par value per share	348	$60.87	$21K

Holdings After Transaction: Common Stock, $0.01 par value per share — 9,290 shares (Direct)

Footnotes (1)

1. This award for 1,284 performance shares was originally reported on April 3, 2023 at the maximum performance criteria. This supplements that filing to note that the actual number of shares that vested based on the performance results as determined by Banner Corporation's Compensation Committee. Market price on March 4, 2026. Shares relinquished to cover tax obligations on vesting of 923 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

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^*

Harrison Karen

(Last) (First) (Middle)

10 SOUTH FIRST AVENUE

(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)
03/04/2026

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	03/04/2026		A		923(1)	A	$60.87(2)	9,290	D
Common Stock, $0.01 par value per share	03/04/2026		F		348(3)	D	$60.87(2)	8,942	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. This award for 1,284 performance shares was originally reported on April 3, 2023 at the maximum performance criteria. This supplements that filing to note that the actual number of shares that vested based on the performance results as determined by Banner Corporation's Compensation Committee.

2. Market price on March 4, 2026.

3. Shares relinquished to cover tax obligations on vesting of 923 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Harrison	03/05/2026
	** 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.

FAQ

What insider transactions did Banner Corp (BANR) report for Karen Harrison?

Karen Harrison reported two transactions in common stock. She received a grant or award of 923 shares and disposed of 348 shares in a tax-withholding transaction, leaving her with 8,942 shares of direct ownership in Banner Corp common stock.

How many Banner Corp (BANR) shares does Karen Harrison own after these transactions?

After the reported transactions, Karen Harrison directly owns 8,942 shares of Banner Corp common stock. Her holdings first rose to 9,290 shares following a 923-share grant, then decreased when 348 shares were relinquished to cover tax obligations tied to stock vesting.

What was the nature of the 923-share Banner Corp (BANR) stock acquisition?

The 923-share acquisition was a grant or award of Banner Corp common stock. It reflects the actual number of performance shares that vested based on results determined by the Compensation Committee, replacing a previously reported maximum award of 1,284 performance shares.

Why were 348 Banner Corp (BANR) shares disposed of by Karen Harrison?

The 348 shares were relinquished to cover tax obligations arising from the vesting of 923 shares of restricted stock. This disposition was classified as payment of tax liability by delivering securities under Banner Corp’s 2018 Omnibus Incentive Plan rather than an open-market sale.

What price per share was used for Karen Harrison’s Banner Corp (BANR) Form 4 transactions?

Both the grant and the tax-withholding disposition used a market price of $60.87 per share. A footnote specifies this as the market price on March 4, 2026, which was applied to value the performance share vesting and related tax-share relinquishment.

How does the performance share award affect Banner Corp (BANR) executive compensation?

The filing shows performance-based equity compensation for Executive VP Karen Harrison. An original award for 1,284 performance shares resulted in 923 shares actually vesting, reflecting performance results determined by Banner Corporation’s Compensation Committee under the 2018 Omnibus Incentive Plan.