Banner Corp (BANR) EVP reports stock vesting and tax-share withholding

Rhea-AI Filing Summary

Banner Corp Executive VP Sherrey Luetjen reported equity compensation activity in common stock. On March 4, 2026, 1,969 shares of performance-based restricted stock vested at a market price of $60.87 per share, as determined under a prior award. To cover related tax obligations, 570 shares were relinquished, leaving 19,781 shares of common stock held directly after these transactions.

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

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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^*

Luetjen Sherrey

(Last) (First) (Middle)

10 SOUTH FIRST AVENUE

(Street)

WALLA WALLA WA 99362

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	03/04/2026		A		1,969(1)	A	$60.87(2)	20,351	D
Common Stock, $0.01 par value per share	03/04/2026		F		570(3)	D	$60.87(2)	19,781	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. This award for 2,737 performance shares was originally reported on April 3, 2023 at the maximum performance criteria. This supplements that filing to note that the actual number of shares that vested based on the performance results as determined by Banner Corporation's Compensation Committee.

2. Market price on March 4, 2026.

3. Shares relinquished to cover tax obligations on vesting of 1,969 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Luetjen	03/05/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did BANR Executive VP Sherrey Luetjen report?

Sherrey Luetjen reported equity compensation transactions involving Banner Corp common stock. On March 4, 2026, 1,969 performance-based restricted shares vested and 570 shares were relinquished to satisfy tax obligations, resulting in 19,781 shares of common stock held directly afterward.

How many Banner Corp (BANR) shares vested for Sherrey Luetjen?

1,969 shares of restricted stock vested for Executive VP Sherrey Luetjen on March 4, 2026. These shares were part of a prior performance share award, with vesting based on results determined by Banner Corporation’s Compensation Committee under its incentive plan.

Why did Sherrey Luetjen dispose of some BANR shares in this Form 4?

570 shares were relinquished to cover tax obligations tied to the vesting of 1,969 restricted shares. This tax-withholding disposition is reported with code F and reflects payment of tax liability by delivering shares instead of cash under the company’s 2018 Omnibus Incentive Plan.

What was the reported market price for Sherrey Luetjen’s BANR share transactions?

The reported market price was $60.87 per share on March 4, 2026. This price applied both to the 1,969 vested restricted shares and to the 570 shares relinquished to satisfy tax obligations, as noted in the transaction details and related footnote disclosure.

How many Banner Corp shares does Sherrey Luetjen hold after these transactions?

Sherrey Luetjen held 19,781 Banner Corp shares directly following the reported transactions. This total reflects the vesting of 1,969 restricted shares and the relinquishment of 570 shares for tax withholding, as shown in the post-transaction ownership figures.

What prior performance share award is referenced in the BANR Form 4 footnotes?

The footnotes reference a 2,737-share performance award originally reported on April 3, 2023 at maximum performance criteria. The current filing supplements that prior report by stating the actual number of shares that vested based on performance results determined by the Compensation Committee.