Banner Corp executive reports stock awards, tax shares

Banner Corp executive Janet M. Brown reported compensation-related stock activity, not open-market trading.

Rhea-AI Filing Summary

Banner Corp executive Janet M. Brown reported compensation-related stock activity, not open-market trading. She received three grants of common stock awards under the 2023 Omnibus Incentive Plan: 1,980 and 2,970 restricted stock units tied to performance goals, and 2,102 units that vest over time.

The time-based units vest over one- and three-year periods beginning on April 1, 2026, while the performance-based award depends on corporate and individual goals over a period beginning on January 1, 2026. Separately, a total of 148 and 185 shares were relinquished to cover tax obligations on vesting of earlier restricted stock under the 2018 Omnibus Incentive Plan.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Brown Janet M

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	1,980	$61.40	$122K
Grant/Award	Common Stock, $0.01 par value per share	2,970	$61.40	$182K
Grant/Award	Common Stock, $0.01 par value per share	2,102	$61.40	$129K
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	185	$61.34	$11K
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	148	$61.34	$9K

Holdings After Transaction: Common Stock, $0.01 par value per share — 24,546 shares (Direct)

Footnotes (7)

1. F1. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period beginning on April 1, 2026 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. F2. Closing price on April 1, 2026.
3. F3. Represents award pursuant to 2023 Omnibus Incentive Plan and is subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026 and ends on December 31, 2022. The extent to which the award vests, if at all, depends on the extent to which the performance goals are satisfied. 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.
4. F4. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest over a one-year period beginning on April 1, 2026 and ending on the first 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.
5. F5. Shares relinquished to cover tax obligations on vesting of 742 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.
6. F6. Market price on April 1, 2026.
7. F7. Shares relinquished to cover tax obligations on vesting of 592 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

Key Figures

RSU grant 1: 1,980 shares at $61.40 RSU grant 2: 2,970 shares at $61.40 RSU grant 3: 2,102 shares at $61.40 +3 more

6 metrics

RSU grant 1 1,980 shares at $61.40 Restricted stock unit award under 2023 Omnibus Incentive Plan

RSU grant 2 2,970 shares at $61.40 Performance-based restricted stock unit award under 2023 plan

RSU grant 3 2,102 shares at $61.40 Time-based restricted stock unit award under 2023 plan

Tax withholding 1 148 shares at $61.34 Shares relinquished to cover taxes on 742 vested shares

Tax withholding 2 185 shares at $61.34 Shares relinquished to cover taxes on 592 vested shares

Tax-withholding shares total 333 shares Total shares relinquished for tax obligations in two entries

Key Terms

restricted stock unit, 2023 Omnibus Incentive Plan, 2018 Omnibus Incentive Plan, tax obligations, +1 more

5 terms

restricted stock unit financial

"Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

2023 Omnibus Incentive Plan financial

"Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period..."

2018 Omnibus Incentive Plan financial

"Shares relinquished to cover tax obligations on vesting of 742 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan."

tax obligations financial

"Shares relinquished to cover tax obligations on vesting of 742 shares of restricted stock..."

performance goals financial

"subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026..."

Performance goals are specific, measurable targets a company sets for financial results, operational milestones, or individual roles—examples include revenue, profit, production levels, or completion of a project. They matter to investors because meeting or missing these targets influences management pay, future forecasts, deal-related payments and market confidence; think of them as a scoreboard that helps outsiders judge whether the business is performing as promised.

FAQ

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

What did Banner Corp (BANR) executive Janet M. Brown report in this Form 4?

She reported stock-based compensation activity, including three grants of restricted stock units and share relinquishments for taxes. All transactions involved common stock under company incentive plans, rather than open-market buying or selling of shares.

How many restricted stock units did Janet M. Brown receive from Banner Corp (BANR)?

She received three separate restricted stock unit awards of 1,980, 2,970, and 2,102 units. Each unit represents the right to receive one share of common stock upon vesting, subject to forfeiture and transfer restrictions until they vest.

What are the vesting terms of Janet M. Brown’s new Banner Corp (BANR) awards?

Some awards vest ratably over three years beginning April 1, 2026, while others vest over one year from that date. A performance-based award vests depending on corporate and individual performance goals over a period starting January 1, 2026.

Were any of Janet M. Brown’s Banner Corp (BANR) transactions open-market sales?

No, the reported dispositions were tax-withholding events where 148 and 185 shares were relinquished to cover tax obligations. These occurred upon vesting of restricted stock granted under the 2018 Omnibus Incentive Plan, not as discretionary market sales.

Which incentive plans governed the reported Banner Corp (BANR) stock awards and tax withholdings?

The new restricted stock unit awards were granted under the 2023 Omnibus Incentive Plan. The shares relinquished for tax obligations related to vesting of restricted stock previously granted under the 2018 Omnibus Incentive Plan, according to the filing footnotes.

What price references were used for Janet M. Brown’s Banner Corp (BANR) Form 4 entries?

The Form 4 cites a price of $61.40 per share for the new restricted stock unit awards and $61.34 per share for shares relinquished to cover tax obligations. Footnotes describe these as closing or market prices on April 1, 2026.

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Accepted by SEC EDGAR 04/02/2026 - 02:49 PM Learn about SEC filing dates

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^*

Brown Janet M

(Last) (First) (Middle)

10 S. 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)
04/01/2026

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	04/01/2026		A		1,980(1)	A	$61.4(2)	19,807	D
Common Stock, $0.01 par value per share	04/01/2026		A		2,970(3)	A	$61.4	22,777	D
Common Stock, $0.01 par value per share	04/01/2026		A		2,102(4)	A	$61.4	24,879	D
Common Stock, $0.01 par value per share	04/01/2026		F		185(5)	D	$61.34(6)	24,694	D
Common Stock, $0.01 par value per share	04/01/2026		F		148(7)	D	$61.34(6)	24,546	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 April 1, 2026 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 April 1, 2026.

3. Represents award pursuant to 2023 Omnibus Incentive Plan and is subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026 and ends on December 31, 2022. The extent to which the award vests, if at all, depends on the extent to which the performance goals are satisfied. 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.

4. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest over a one-year period beginning on April 1, 2026 and ending on the first 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.

5. Shares relinquished to cover tax obligations on vesting of 742 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

6. Market price on April 1, 2026.

7. Shares relinquished to cover tax obligations on vesting of 592 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Brown	04/02/2026
	** 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)