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Banner Corp (BANR) EVP relinquishes shares to pay taxes on restricted stock vesting

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Banner Corp executive Scott S. Newman, Executive VP of Banner Bank, relinquished 69 shares of common stock on July 31, 2026 to cover tax obligations arising from the vesting of 280 shares of restricted stock under the 2023 Omnibus Incentive Plan at a market price of $69.87 per share. Following this tax-withholding disposition, he directly holds 6,938 shares of Banner Corp common stock.

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Insider Newman Scott S.
Role Executive VP, Banner Bank
Type Security Shares Price Value
Tax Withholding Common Stock, $0.01 par value per share F1, F2 69 $69.87 $5K
Holdings After Transaction: Common Stock, $0.01 par value per share — 6,938 shares (Direct)
Footnotes (2)
  1. F1. Shares relinquished to cover tax obligations on vesting of 280 shares of restricted stock pursuant to the 2023 Omnibus Incentive Plan.
  2. F2. Market price on July 31, 2026.
Shares relinquished 69 shares Common stock used to cover tax obligations on July 31, 2026
Market price per share $69.87 per share Value applied to the 69 shares relinquished for tax withholding
Shares vested 280 shares Restricted stock vesting that triggered the tax-withholding disposition
Shares held after transaction 6,938 shares Direct Banner Corp common stock holdings of Scott S. Newman post-transaction
restricted stock financial
"vesting of 280 shares of restricted stock pursuant to the 2023 Omnibus"
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.
2023 Omnibus Incentive Plan financial
"stock pursuant to the 2023 Omnibus Incentive Plan."
tax obligations financial
"Shares relinquished to cover tax obligations on vesting of 280 shares"

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FAQ

What insider transaction did Banner Corp (BANR) report for Scott S. Newman?
Banner Corp reported that Executive VP Scott S. Newman relinquished 69 shares of common stock on July 31, 2026. The shares were used to satisfy tax obligations from the vesting of 280 restricted shares under the 2023 Omnibus Incentive Plan.

Was the Banner Corp (BANR) insider transaction an open-market sale?
No. The 69-share disposition by Executive VP Scott S. Newman was for tax withholding, not an open-market sale. The shares were relinquished to cover taxes on vesting of 280 restricted stock units, based on a market price of $69.87.

How many Banner Corp (BANR) shares does Scott S. Newman own after the transaction?
After the reported tax-withholding disposition, Executive VP Scott S. Newman directly holds 6,938 shares of Banner Corp common stock. This figure reflects his position immediately following the relinquishment of 69 shares to satisfy tax obligations on vested restricted stock.

What price was used for the Banner Corp (BANR) insider tax-withholding shares?
The 69 shares relinquished by Executive VP Scott S. Newman to cover tax obligations were valued at a market price of $69.87 per share. The footnote specifies this price as the market price on July 31, 2026 for the tax-withholding calculation.

What triggered the tax-withholding share disposition at Banner Corp (BANR)?
The disposition of 69 shares by Executive VP Scott S. Newman was triggered by the vesting of 280 shares of restricted stock. Under the 2023 Omnibus Incentive Plan, some shares were relinquished to satisfy the related tax obligations at the stated market price.
SEC Form 4
FORM 4UNITED 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*
Newman Scott S.
(Last)(First)(Middle)
10 S. 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive VP, Banner Bank
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock, $0.01 par value per share07/31/2026F69(1)D$69.87(2)6,938D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares relinquished to cover tax obligations on vesting of 280 shares of restricted stock pursuant to the 2023 Omnibus Incentive Plan.
2. Market price on July 31, 2026.
/s/ Richard C. Arnold, attorney-in-fact for Mr. Newman08/03/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR