Banner Corp EVP covers taxes with 151 BANR shares

Banner Corp Executive VP James P.G.

Accepted by SEC EDGAR 04/03/2026 - 01:26 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Banner Corp Executive VP James P.G. McLean reported a routine tax-related share disposition. On April 2, 2026, he relinquished 151 shares of common stock at $60.86 per share to cover tax obligations on the vesting of 618 restricted shares. After this withholding, he directly holds 24,193 shares of Banner Corp common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 151 shares

Exercise Price or Tax Liability 1 txn

Insider McLean James P.G.

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	151	$60.86	$9K

Holdings After Transaction: Common Stock, $0.01 par value per share — 24,193 shares (Direct)

Footnotes (2)

1. F1. Shares relinquished to cover tax obligations on vesting of 618 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
2. F2. Market price on April 2, 2026.

Key Figures

Tax-withheld shares: 151 shares Per-share market price: $60.86 per share Shares after transaction: 24,193 shares +1 more

4 metrics

Tax-withheld shares 151 shares Shares relinquished to cover tax obligations on April 2, 2026

Per-share market price $60.86 per share Market price of common stock on April 2, 2026

Shares after transaction 24,193 shares Direct holdings of common stock following tax withholding

Vested restricted shares 618 shares Restricted stock vesting that triggered tax withholding

Key Terms

restricted stock, 2018 Omnibus Incentive Plan, tax obligations, vesting

4 terms

restricted stock financial

"vesting of 618 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 obligations financial

"Shares relinquished to cover tax obligations on vesting of 618 shares"

vesting financial

"tax obligations on vesting of 618 shares of restricted stock"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What insider transaction did BANR executive James P.G. McLean report?

James P.G. McLean reported relinquishing 151 Banner Corp shares to cover tax obligations. The shares were withheld in connection with the vesting of 618 restricted stock units under the company’s 2018 Omnibus Incentive Plan, rather than through an open-market sale.

Was the BANR Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition of 151 shares, not an open-market sale. The shares were surrendered to satisfy tax liabilities arising from the vesting of 618 restricted shares granted under Banner Corp’s 2018 Omnibus Incentive Plan.

How many Banner Corp shares does James P.G. McLean hold after this Form 4?

After the tax-withholding disposition, James P.G. McLean directly holds 24,193 shares of Banner Corp common stock. This figure reflects his position following the surrender of 151 shares to cover tax obligations tied to restricted stock vesting.

At what price were the 151 BANR shares valued for the tax withholding?

The 151 shares used for tax withholding were valued at $60.86 per share. The footnotes state this represents the market price of Banner Corp common stock on April 2, 2026, the date the restricted stock vested and the shares were relinquished.

What triggered the tax-withholding disposition reported for BANR on April 2, 2026?

The disposition was triggered by the vesting of 618 shares of restricted stock. To cover tax obligations arising from that vesting event, 151 shares of Banner Corp common stock were relinquished, consistent with the company’s 2018 Omnibus Incentive Plan terms.

Which equity plan governed the restricted stock in this BANR Form 4 filing?

The restricted stock was granted under Banner Corp’s 2018 Omnibus Incentive Plan. The Form 4 footnotes explain that the 151 shares were relinquished to cover taxes when 618 restricted shares vested pursuant to this incentive compensation plan.

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^*

McLean James P.G.

(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		151(1)	D	$60.86(2)	24,193	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 618 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. McLean	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)