[Form 4] Banner Corp. Insider Trading Activity

Rhea-AI Filing Summary

Franklin Resources, Inc. and certain affiliates have filed Amendment No. 1 to Schedule 13G disclosing a >5% passive stake in Infinity Natural Resources, Inc. (CUSIP 456941103). As of 30 Jun 2025, the Franklin group reports beneficial ownership of 1,092,884 Class A shares, representing 7.2 % of the outstanding class. Voting and dispositive authority are held solely by subsidiaries, primarily Franklin Advisers, Inc. (1,069,795 shares; 7.0 %), with small additional positions managed by Fiduciary Trust Company International (22,000) and Fiduciary Trust International, LLC (1,089). Charles B. Johnson and Rupert H. Johnson, Jr. report zero direct ownership.

The filing is made under Rule 13d-1(b), indicating the shares were acquired in the ordinary course of investment and not for the purpose of influencing control. No other members are acting as a group, and there are no shared voting or dispositive powers.

• Date of event: 30 Jun 2025
• Filing date: 01 Aug 2025
• Percent of class owned: 7.2 %

Positive

• Franklin Resources now owns 1,092,884 shares (7.2 %) of Infinity Natural Resources, indicating substantial institutional interest.
• Ownership is reported as passive under Schedule 13G, reducing the likelihood of disruptive activism while still expanding the professional shareholder base.

Negative

• None.

Insights

Financial Analyst

TL;DR – Franklin’s 7.2 % passive stake signals institutional confidence and adds liquidity support.

Franklin Resources is a large, long-term asset manager; its emergence as a 7 % holder enhances Infinity Natural Resources’ visibility with buy-side firms. Because the filing is on Schedule 13G, Franklin states it is a passive investor, reducing the likelihood of activism but still indicating positive assessment of the issuer’s risk-reward profile. The concentration of voting/dispositive power in Franklin Advisers suggests the shares are held across diversified managed accounts, limiting forced selling risk. Overall, the disclosure is modestly positive for market perception and could broaden the shareholder base.

Corporate Governance Expert

TL;DR – Passive ownership >5 % triggers reporting but poses no governance pressure.

The Johnson family insiders show 0 % direct ownership, so board influence remains unchanged. Franklin’s passive stance (Rule 13d-1(b)) means no intent to push strategic changes; however, a reputable institutional holder can still enhance market discipline. Because voting is sole, not shared, coordination with other investors is unlikely. Governance impact is therefore low, but the filing confirms that no single shareholder controls the company, keeping governance balance intact.

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^*

Costa James M

(Last) (First) (Middle)

10 SOUTH FIRST AVENUE

(Street)

WALLA WALLA 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		A		4,646(1)	A	$61.08(2)	35,912	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 pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period beginning on August 1, 2025 and ending on the third anniversary thereof. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.

2. Closing price on August 1, 2025.

	/s/ James M. Costa	08/05/2025
	** 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 Infinity Natural Resources (INR) shares does Franklin Resources own?

Franklin Resources reports 1,092,884 Class A shares, equal to 7.2 % of the outstanding class.

Which Franklin subsidiary holds most of the INR stake?

Franklin Advisers, Inc. controls 1,069,795 shares (7.0 % of the class) with sole voting and dispositive power.

Is Franklin Resources an activist in Infinity Natural Resources?

No. The filing is on Schedule 13G under Rule 13d-1(b), indicating a passive investment purpose.

Do Charles B. Johnson or Rupert H. Johnson, Jr. personally own INR shares?

Both insiders report 0 shares beneficially owned.

When is the ownership date that required this filing?

The reportable event occurred on 30 June 2025.

What percentage of Infinity Natural Resources’ Class A shares is now institutionally held by Franklin entities?

Combined Franklin entities hold 7.2 % of the class.