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Banner Corp (BANR) EVP granted RSU awards and shares withheld for taxes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Banner Corp executive Scott S. Newman received new equity awards and had shares withheld for taxes. On April 1, 2026, he was granted 1,335 and 2,002 restricted stock units under the 2023 Omnibus Incentive Plan at a reference price of $61.40 per share. One award vests in equal parts over three years beginning April 1, 2026, while another depends on corporate and individual performance goals measured from January 1, 2026 through December 31, 2028. Separately, 98 shares were relinquished at $61.34 per share to cover tax obligations on the vesting of 399 restricted shares from the 2018 Omnibus Incentive Plan. After these transactions, Newman directly holds 7,007 shares of common stock.

Positive

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Insider Newman Scott S.
Role Executive VP, Banner Bank
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value per share 1,335 $61.40 $82K
Grant/Award Common Stock, $0.01 par value per share 2,002 $61.40 $123K
Tax Withholding Common Stock, $0.01 par value per share 98 $61.34 $6K
Holdings After Transaction: Common Stock, $0.01 par value per share — 5,103 shares (Direct)
Footnotes (1)
  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. Closing price on April 1, 2026. Represents award pursuant to 2023 Omnibus Incentive Plan and is subject to the achievement of specified corporate and individual performance goals over aperiod that began on January 1, 2026 and ends on December 31, 2028. 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. Shares relinquished to cover tax obligations on vesting of 399 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan. Market price on April 1, 2026.
Time-based RSU award 1,335 units at $61.40 Restricted stock units granted April 1, 2026 under 2023 Omnibus Incentive Plan
Performance-based RSU award 2,002 units at $61.40 Restricted stock units tied to 2026–2028 performance goals under 2023 Omnibus Incentive Plan
Tax-withholding shares 98 shares at $61.34 Shares relinquished to cover tax obligations on vesting of 399 restricted shares
Shares held after transactions 7,007 shares Direct common stock ownership following April 1, 2026 transactions
Time-based vesting period 3 years Ratable vesting from April 1, 2026 to third anniversary
Performance period January 1, 2026–December 31, 2028 Measurement window for performance-based RSU vesting
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 399 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan."
forfeiture financial
"These restricted stock units are subject to forfeiture and to limits on transferability until they vest."
limits on transferability financial
"These restricted stock units are subject to forfeiture and to limits on transferability until they vest."
tax obligations financial
"Shares relinquished to cover tax obligations on vesting of 399 shares of restricted stock"
Form 4 Insider Transactions: What Each Field Means →
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)
04/01/2026		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 share04/01/2026A1,335(1)A$61.4(2)5,103D
Common Stock, $0.01 par value per share04/01/2026A2,002(3)A$61.4(2)7,105D
Common Stock, $0.01 par value per share04/01/2026F98(4)D$61.34(5)7,007D
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. 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 aperiod that began on January 1, 2026 and ends on December 31, 2028. 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. Shares relinquished to cover tax obligations on vesting of 399 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.
5. Market price on April 1, 2026.
/s/ Richard C. Arnold, attorney-in-fact for Mr. Newman04/02/2026
** 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

FAQ

What insider transactions did Banner Corp (BANR) report for Scott S. Newman?

Scott S. Newman received two equity awards and had shares withheld for taxes. He was granted 1,335 and 2,002 restricted stock units on April 1, 2026, and 98 shares were relinquished to cover tax obligations on vesting of earlier restricted stock.

How many Banner Corp (BANR) shares does Scott S. Newman hold after these Form 4 transactions?

After the reported Form 4 transactions, Scott S. Newman directly holds 7,007 shares of Banner Corp common stock. This figure reflects the new awards and the 98-share tax-withholding disposition recorded on April 1, 2026 under the company’s equity incentive plans.

What are the vesting terms of Scott S. Newman’s 2026 time-based equity award at Banner Corp (BANR)?

One award vests ratably over three years beginning April 1, 2026, and ending on the third anniversary. Each restricted stock unit converts into one share of common stock upon vesting, and units are subject to forfeiture and transfer restrictions until they vest under the 2023 Omnibus Incentive Plan.

What performance period applies to Scott S. Newman’s performance-based award at Banner Corp (BANR)?

The performance-based award is tied to goals measured from January 1, 2026 through December 31, 2028. Vesting depends on achievement of specified corporate and individual performance goals during this period, and each restricted stock unit can convert into one share if vesting conditions are satisfied.

Why were 98 Banner Corp (BANR) shares disposed of in Scott S. Newman’s Form 4 filing?

The 98 shares were relinquished to cover tax obligations arising from the vesting of 399 shares of restricted stock. These earlier restricted shares vested under the 2018 Omnibus Incentive Plan, and the tax-withholding disposition was recorded at a market price of $61.34 per share.