Banner Corp (NASDAQ: BANR) EVP uses 159 shares for tax withholding

Rhea-AI Filing Summary

Banner Corp Executive VP Karen Harrison reported a small tax-related share disposition under the company’s equity plan. On the vesting of 493 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan, 159 shares of common stock were relinquished to cover tax obligations at a market price of $60.86 per share on April 2, 2026. This was a tax-withholding disposition rather than an open-market sale, and Harrison continues to hold 13,638 shares of Banner Corp common stock directly after the transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Harrison Karen

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.01 par value per share	159	$60.86	$10K

Holdings After Transaction: Common Stock, $0.01 par value per share — 13,638 shares (Direct)

Footnotes (1)

1. Shares relinquished to cover tax obligations on vesting of 493 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan. Market price on April 2, 2026.

Key Figures

Tax-withholding shares: 159 shares Market price per share: $60.86 Restricted stock vested: 493 shares +1 more

4 metrics

Tax-withholding shares 159 shares Shares relinquished to cover tax obligations on restricted stock vesting

Market price per share $60.86 Market price on April 2, 2026 used for tax-withholding shares

Restricted stock vested 493 shares Restricted stock vesting under 2018 Omnibus Incentive Plan

Shares held after transaction 13,638 shares Direct holdings of common stock following tax-withholding disposition

Key Terms

restricted stock, 2018 Omnibus Incentive Plan, tax obligations, tax-withholding disposition

4 terms

restricted stock financial

"vesting of 493 shares of restricted stock pursuant to the 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 the 2018 Omnibus Incentive Plan"

tax obligations financial

"Shares relinquished to cover tax obligations on vesting of 493 shares of restricted stock"

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.

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^*

Harrison Karen

(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		159(1)	D	$60.86(2)	13,638	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 obligations on vesting of 493 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

2. Market price on April 2, 2026.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Harrison	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 BANR Executive VP Karen Harrison report?

Karen Harrison reported a small tax-related share disposition. 159 Banner Corp common shares were relinquished to cover tax obligations tied to vesting of 493 restricted shares granted under the 2018 Omnibus Incentive Plan, at a market price of $60.86 per share.

Was the BANR insider transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 159 Banner Corp shares were withheld to satisfy tax obligations on vesting restricted stock, categorized as a tax-withholding disposition, rather than a discretionary sale into the market.

How many BANR shares does Karen Harrison hold after this Form 4 transaction?

After the transaction, Karen Harrison holds 13,638 Banner Corp common shares directly. This indicates the 159-share tax-withholding disposition represents a small fraction of her reported holdings following the restricted stock vesting event.

What equity award triggered the tax-withholding disposition at BANR?

The disposition was triggered by vesting of 493 restricted stock shares. These shares vested under Banner Corp’s 2018 Omnibus Incentive Plan, and 159 shares were relinquished at a market price of $60.86 to cover associated tax obligations.

What price was used for the BANR tax-withholding shares on April 2, 2026?

The 159 shares used for tax withholding were valued at $60.86 per share. A footnote specifies this amount as the market price on April 2, 2026, the date of the restricted stock vesting and related disposition.