Banner CEO covers taxes with 1,094 withheld shares

Banner Corp President and CEO Mark J. Grescovich reported a routine tax-related share disposition.

Accepted by SEC EDGAR 04/03/2026 - 01:07 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Banner Corp President and CEO Mark J. Grescovich reported a routine tax-related share disposition. On April 2, 2026, he relinquished 1,094 shares of common stock at $60.86 per share to cover tax obligations on the vesting of 2,778 restricted shares under the 2018 Omnibus Incentive Plan. After this tax-withholding transaction, he directly holds 269,252 shares of Banner Corp common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 1,094 shares

Exercise Price or Tax Liability 1 txn

Insider GRESCOVICH MARK J

Role President and CEO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	1,094	$60.86	$67K

Holdings After Transaction: Common Stock, $0.01 par value per share — 269,252 shares (Direct)

Footnotes (2)

1. F1. Shares relinquished to cover tax obligation on vesting of 2,778 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
2. F2. Market price on April 2, 2026.

Key Figures

Shares relinquished for taxes: 1,094 shares Per-share value for withholding: $60.86 per share Shares after transaction: 269,252 shares +1 more

4 metrics

Shares relinquished for taxes 1,094 shares Tax-withholding disposition on restricted stock vesting

Per-share value for withholding $60.86 per share Market price on April 2, 2026

Shares after transaction 269,252 shares Direct holdings following tax withholding

Restricted stock vested 2,778 shares Vesting under 2018 Omnibus Incentive Plan

Key Terms

restricted stock, 2018 Omnibus Incentive Plan, tax obligation, Common Stock, $0.01 par value per share, +1 more

5 terms

restricted stock financial

"vesting of 2,778 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

2018 Omnibus Incentive Plan financial

"restricted stock pursuant to 2018 Omnibus Incentive Plan"

tax obligation financial

"Shares relinquished to cover tax obligation on vesting of 2,778 shares"

Common Stock, $0.01 par value per share financial

"security_title": "Common Stock, $0.01 par value per share"

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did Banner Corp (BANR) CEO Mark Grescovich report?

Mark Grescovich reported a tax-related share disposition. He relinquished 1,094 shares of Banner Corp common stock to cover taxes due on the vesting of 2,778 restricted shares granted under the company’s 2018 Omnibus Incentive Plan.

Was the Banner Corp (BANR) CEO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The 1,094 shares were withheld to satisfy tax obligations arising from the vesting of 2,778 restricted stock shares, as noted in the footnote, rather than being sold on the open market.

How many Banner Corp (BANR) shares does the CEO hold after this tax withholding?

Following the tax-withholding disposition, Mark Grescovich directly holds 269,252 shares of Banner Corp common stock. This figure reflects his position after 1,094 shares were relinquished to cover taxes on vesting restricted stock.

What triggered the CEO’s tax-related share withholding at Banner Corp (BANR)?

The withholding was triggered by the vesting of 2,778 restricted stock shares. To cover the resulting tax obligation, 1,094 shares of Banner Corp common stock were relinquished, as disclosed under the company’s 2018 Omnibus Incentive Plan.

At what price were the tax-withheld Banner Corp (BANR) shares valued?

The 1,094 shares relinquished for tax obligations were valued at $60.86 per share. A filing footnote states this amount represents the market price of Banner Corp common stock on April 2, 2026, the date of the transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

GRESCOVICH MARK J

(Last) (First) (Middle)

10 SOUTH FIRST AVE.

(Street)

WALLA WALLA WASHINGTON 99362

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2026

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

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

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

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	04/02/2026		F		1,094(1)	D	$60.86(2)	269,252	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 obligation on vesting of 2,778 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

2. Market price on April 2, 2026.

	/s/ Richard C. Arnold, attorney-in-fact for Mr. Grescovich	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)