Banner Corp (NASDAQ: BANR) EVP uses 175 shares to cover tax on RSU vesting

Rhea-AI Filing Summary

Banner Corp Executive VP Kayleen R. Kohler reported a routine tax-withholding transaction related to equity compensation. On April 2, 2026, 175 shares of common stock were relinquished at a market price of $60.86 per share to cover tax obligations on the vesting of 596 restricted shares under the 2018 Omnibus Incentive Plan. After this non-market disposition, Kohler directly holds 29,538 shares of Banner Corp common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Kohler Kayleen R

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock, $0.01 par value per share	175	$60.86	$11K

Holdings After Transaction: Common Stock, $0.01 par value per share — 29,538 shares (Direct)

Footnotes (1)

1. Shares relinquished to cover tax obligations on vesting of 596 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan. Market price on April 2, 2026.

Key Figures

Tax-withholding shares: 175 shares Market price per share: $60.86 per share Shares vested: 596 shares +1 more

4 metrics

Tax-withholding shares 175 shares Shares relinquished to cover tax obligations on April 2, 2026

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

Shares vested 596 shares Restricted stock vesting under 2018 Omnibus Incentive Plan

Post-transaction holdings 29,538 shares Common stock directly held by Kayleen R. Kohler after transaction

Key Terms

tax-withholding disposition, 2018 Omnibus Incentive Plan, restricted stock, Common Stock, $0.01 par value per share

4 terms

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.

2018 Omnibus Incentive Plan financial

"pursuant to 2018 Omnibus Incentive Plan."

restricted stock financial

"vesting of 596 shares of restricted stock pursuant"

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.

Common Stock, $0.01 par value per share financial

"security_title: Common Stock, $0.01 par value per share"

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^*

Kohler Kayleen R

(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		175(1)	D	$60.86(2)	29,538	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 596 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 Ms. Kohler	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 Kayleen Kohler report?

Kayleen R. Kohler reported relinquishing 175 Banner Corp shares to cover taxes. The shares were used to satisfy tax obligations from restricted stock vesting, not sold in the open market, and reflect a standard equity compensation-related event rather than a discretionary trade.

Was the BANR insider transaction a market sale of shares?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were surrendered back to cover tax obligations arising from vesting of restricted stock, which is a common administrative step in stock-based compensation plans.

How many Banner Corp shares does Kayleen Kohler hold after this Form 4?

After the tax-withholding transaction, Kayleen R. Kohler directly holds 29,538 shares of Banner Corp common stock. This remaining position indicates the 175-share disposition was small relative to her total holdings and tied to compensation-related tax obligations.

What triggered the tax-withholding transaction for BANR’s Kayleen Kohler?

The disposition was triggered by the vesting of 596 restricted shares granted under Banner Corp’s 2018 Omnibus Incentive Plan. To cover related tax obligations, 175 shares were relinquished at the April 2, 2026 market price, instead of paying taxes in cash.

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

The 175 shares relinquished for taxes were valued at $60.86 per share, identified as the market price on April 2, 2026. This price was used to determine how many shares were needed to satisfy the tax liability from the restricted stock vesting.