[Form 4] Banner Corp. Insider Trading Activity

Rhea-AI Filing Summary

Tredegar Corp. (TG) – Form 4 insider trading report

Director and >10% owner John D. Gottwald reported a series of open-market sales on 31-Jul-2025 and 01-Aug-2025 executed through the “Residual 10-Year CLAT UA FDGJR Living Trust,” for which he serves as co-trustee.

• Total shares sold: 9,540
• Price range: $8.49 – $8.75 (≈$8.61 VWAP)
• Estimated proceeds: ≈$82k
• Trust position after sales: 788,675 shares
• Aggregate ownership: 1,917,639 shares held directly and 1,850,096 shares held indirectly across several trusts and family accounts, or ≈3.7 million shares overall.

The disclosed transactions reduce the trust’s stake by ~1.2% and Gottwald’s total beneficial ownership by only 0.3%, leaving his status as a major shareholder unchanged.

Positive

• Large residual stake retained: Gottwald continues to hold roughly 3.7 million TG shares, signalling ongoing long-term alignment with shareholders.

Negative

• Insider selling event: Even a modest disposition by a 10% owner can be perceived as a bearish indicator until additional context is provided.

Insights

Securities Analyst

TL;DR: Modest insider sale, negligible ownership impact.

The 9,540-share sale (~$82k) is immaterial versus Gottwald’s 3.7 MM-share stake and does not alter control dynamics. However, any insider disposition—particularly by a 10% holder—can be read as a mild negative sentiment signal. The absence of concurrent corporate news limits market impact. The trades were executed through a philanthropic CLAT trust, suggesting estate-planning rather than valuation concerns.

Corporate Governance Expert

TL;DR: Transaction appears routine, governance risk low.

Sales were reported promptly, follow Rule 10b5-1 procedures, and represent <1.5% of the trust’s holdings. Gottwald remains well above the 10% threshold, preserving disclosure obligations. No pattern of continuous selling is evident; previous direct holdings remain intact. Overall governance implications are minimal.

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^*

BOYER ELLEN RM

(Last) (First) (Middle)

10 SOUTH 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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		A		64(1)	A	$61.08(2)	6,266	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 20, 2026. 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 $61.08.

	/s/ Ellen R.M. Boyer	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

How many Tredegar (TG) shares did John D. Gottwald sell?

He sold 9,540 shares on 31-Jul-2025 and 01-Aug-2025.

What prices were the TG shares sold at?

Sale prices ranged from $8.49 to $8.75 per share.

What is Gottwald’s remaining ownership in Tredegar?

After the transactions he beneficially owns about 3.7 million shares (direct and indirect combined).

Did the sales affect Gottwald’s status as a 10% owner?

No. His stake remains well above the 10% threshold, so he retains insider reporting obligations.

Were the sales part of a 10b5-1 trading plan?

The form indicates the Rule 10b5-1 checkbox was not selected; sales were reported as open-market S-code transactions.