BANR Form 4: EVP Kenneth Larsen reports sale of 2,133 shares

Rhea-AI Filing Summary

Kenneth A. Larsen, Executive Vice President of Banner Corp (BANR), reported an open-market disposition of 2,133 shares of the company's common stock on 09/11/2025 at a price of $66.47 per share. After the sale, Mr. Larsen beneficially owned 23,090 shares in total. The filing discloses that his holdings include 2,963 shares held through a Deferred Compensation Plan and 225 shares held in an IRA. The Form 4 was signed by an attorney-in-fact on Mr. Larsen's behalf and shows the transaction was reported under Section 16.

Positive

• Timely Section 16 disclosure of an insider transaction shows compliance with reporting obligations
• Clear breakdown of beneficial ownership including Deferred Compensation Plan and IRA holdings

Negative

• None.

Insights

Financial Analyst

TL;DR: Insider sale of 2,133 shares reduces holdings to 23,090; filing shows proper Section 16 disclosure but does not itself indicate company performance.

The reported transaction is a straightforward open-market disposition by an executive officer. The sale price of $66.47 and the post-transaction holding level are clearly disclosed, and the filing identifies holdings within a Deferred Compensation Plan and an IRA. From an analyst perspective, a single routine sale by an officer without accompanying material disclosures (e.g., changes in guidance, executive departures, or significant corporate events) should be treated as informational rather than a standalone signal about fundamentals.

Corporate Governance Expert

TL;DR: Form 4 properly documents an officer sale and beneficial ownership details; filing appears procedurally compliant.

The Form 4 documents the required Section 16 reporting elements: reporting person identity and relationship (Executive VP), transaction date, transaction code indicating a disposal, number of shares sold, price, and post-transaction beneficial ownership with an explanatory footnote for indirect holdings. The signature by an attorney-in-fact is noted. There are no disclosures of a Rule 10b5-1 plan or other arrangements in the filing, which limits interpretation of the sale's intent. Procedurally, the filing meets disclosure expectations for insider transactions.

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^*

Larsen Kenneth A

(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)
09/11/2025

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	09/11/2025		D		2,133	D	$66.47	23,090(1)	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. Includes direct ownership of 2,963 shares through Deferred Compensation Plan and 225 shares through an IRA.

	/s/ Richard C. Arnold, attorney-in-fact for Mr. Larsen	09/11/2025
	** 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 transaction did Kenneth A. Larsen report on Form 4 for BANR?

The filing reports a disposition of 2,133 shares of Banner Corp common stock on 09/11/2025 at a price of $66.47 per share.

How many Banner Corp shares does Kenneth Larsen beneficially own after the reported sale?

After the sale, the filing shows Mr. Larsen beneficially owns 23,090 shares in total.

Does the Form 4 indicate indirect holdings or special accounts for Larsen's BANR shares?

Yes. The filing discloses 2,963 shares held through a Deferred Compensation Plan and 225 shares held in an IRA.

Was the Form 4 signed by the reporting person?

The Form 4 was signed by an attorney-in-fact for Mr. Larsen and dated 09/11/2025.

Does the filing mention a 10b5-1 trading plan for this transaction?

The Form 4 does not indicate that the transaction was made pursuant to a Rule 10b5-1 trading plan.