Tax withholding on vesting trims Banner (BANR) executive stake

Rhea-AI Filing Summary

Banner Corp Executive VP Cynthia D. Purcell had 412 shares of common stock withheld on April 2, 2026 to cover tax obligations on the vesting of 1,045 restricted shares under the 2018 Omnibus Incentive Plan. The withholding price was $60.86 per share, based on the market price that day.

After this tax-withholding disposition, she directly owns 51,570 shares of Banner Corp common stock, including 4 shares through a Deferred Compensation Plan and 1,099 shares through a 401(k) Plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider PURCELL CYNTHIA D

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.01 par value per share	412	$60.86	$25K

Holdings After Transaction: Common Stock, $0.01 par value per share — 51,570 shares (Direct)

Footnotes (1)

1. Shares relinquished to cover tax obligation on vesting of 1,045 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan. Market price on April 2, 2026. Includes direct ownership of 4 shares through Deferred Compensation Plan, and 1,099 shares through 401(k) Plan.

Key Figures

Shares withheld for taxes: 412 shares Withholding price: $60.86 per share Shares vested: 1,045 shares +3 more

6 metrics

Shares withheld for taxes 412 shares Tax-withholding disposition on April 2, 2026

Withholding price $60.86 per share Market price on April 2, 2026 used for tax calculation

Shares vested 1,045 shares Restricted stock vesting under 2018 Omnibus Incentive Plan

Shares owned after transaction 51,570 shares Total direct ownership following tax withholding

Deferred Compensation Plan holdings 4 shares Included within total direct ownership after transaction

401(k) Plan holdings 1,099 shares Held through 401(k) Plan, included in 51,570 total

Key Terms

restricted stock, 2018 Omnibus Incentive Plan, Deferred Compensation Plan, 401(k) Plan, +1 more

5 terms

restricted stock financial

"vesting of 1,045 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"

Deferred Compensation Plan financial

"Includes direct ownership of 4 shares through Deferred Compensation Plan"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

401(k) Plan financial

"and 1,099 shares through 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

tax obligation financial

"Shares relinquished to cover tax obligation on vesting of 1,045 shares"

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^*

PURCELL CYNTHIA D

(Last) (First) (Middle)

10 SOUTH FIRST AVENUE

(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)
	Executive VP, Banner Bank

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		412(1)	D	$60.86(2)	51,570(3)	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 1,045 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

2. Market price on April 2, 2026.

3. Includes direct ownership of 4 shares through Deferred Compensation Plan, and 1,099 shares through 401(k) Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Purcell	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)

FAQ

What insider transaction did Banner Corp (BANR) report for Cynthia Purcell?

Banner Corp reported that Executive VP Cynthia D. Purcell had 412 shares withheld to cover taxes on restricted stock vesting. This tax-withholding disposition is not an open-market sale but a routine mechanism when stock-based compensation vests.

How many Banner Corp (BANR) shares were used to cover Cynthia Purcell’s taxes?

A total of 412 Banner Corp common shares were relinquished to cover Cynthia Purcell’s tax obligation. These shares related to the vesting of 1,045 restricted shares granted under the company’s 2018 Omnibus Incentive Plan.

At what price were Banner Corp (BANR) shares valued for the tax withholding?

The 412 shares withheld for taxes were valued at $60.86 per share, based on the market price on April 2, 2026. This price is used solely to calculate the value of shares applied to the tax obligation.

How many Banner Corp (BANR) shares does Cynthia Purcell hold after this transaction?

Following the tax-withholding disposition, Cynthia Purcell holds 51,570 Banner Corp common shares directly. This total includes 4 shares in a Deferred Compensation Plan and 1,099 shares held through a 401(k) Plan, as disclosed in the filing.

Was Cynthia Purcell’s Banner Corp (BANR) transaction an open-market sale?

No, the transaction was not an open-market sale. The filing describes it as a tax-withholding disposition, where 412 shares were surrendered back to the company to satisfy tax obligations on restricted stock vesting.