Banner Corp (BANR) director John Layman receives 1,007-share restricted stock award

Rhea-AI Filing Summary

Layman John R reported acquisition or exercise transactions in this Form 4 filing.

Banner Corp director John R. Layman received a stock-based compensation award in the form of 1,007 shares of common stock, valued at the closing price of $62.89 per share on the grant date. The award is restricted stock under the 2023 Omnibus Incentive Plan and will fully vest on May 19, 2027, meaning the shares are subject to forfeiture and transfer limits until vesting. After this grant, Layman directly owns 37,566 shares of Banner Corp common stock, including 11,359 shares held through a Deferred Compensation Plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Layman John R

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	1,007	$62.89	$63K

Holdings After Transaction: Common Stock, $0.01 par value per share — 37,566 shares (Direct, null)

Footnotes (1)

1. Represents award of restricted stock pursuant to 2023 Omnibus Incentive Plan; shares vest fully on May 19, 2027. These shares are subject to forfeiture and to limits on transferability until they vest. The closing trading price of the common stock on the date of the grant was $62.89. Includes direct ownership of 11,359 shares through a Deferred Compensation Plan.

Key Figures

Restricted stock award: 1,007 shares Grant valuation price: $62.89 per share Post-grant holdings: 37,566 shares +2 more

5 metrics

Restricted stock award 1,007 shares Grant of common stock under 2023 Omnibus Incentive Plan

Grant valuation price $62.89 per share Closing trading price on grant date

Post-grant holdings 37,566 shares Total common shares directly owned after transaction

Deferred compensation holdings 11,359 shares Portion of direct ownership via Deferred Compensation Plan

Vesting date May 19, 2027 Restricted stock vests fully on this date

Key Terms

restricted stock, 2023 Omnibus Incentive Plan, forfeiture, Deferred Compensation Plan, +1 more

5 terms

restricted stock financial

"Represents award of restricted stock pursuant to 2023 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.

2023 Omnibus Incentive Plan financial

"Represents award of restricted stock pursuant to 2023 Omnibus Incentive Plan"

forfeiture financial

"These shares are subject to forfeiture and to limits on transferability until they vest"

Deferred Compensation Plan financial

"Includes direct ownership of 11,359 shares through a Deferred Compensation Plan"

A deferred compensation plan is an arrangement where an employer agrees to pay part of an employee’s pay or bonus at a later date instead of immediately, often to reduce current tax bills or to tie rewards to long-term performance. For investors it matters because these promises create future cash obligations and influence executive incentives and retention; they can affect a company’s reported liabilities, cash flow planning and the risk profile if the business faces financial trouble.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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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^*

Layman John 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		A		1,007(1)	A	$62.89(2)	37,566(3)	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. Represents award of restricted stock pursuant to 2023 Omnibus Incentive Plan; shares vest fully on May 19, 2027. These shares are subject to forfeiture and to limits on transferability until they vest.

2. The closing trading price of the common stock on the date of the grant was $62.89.

3. Includes direct ownership of 11,359 shares through a Deferred Compensation Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Mr. Layman	06/02/2026
	** 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 did Banner Corp (BANR) director John R. Layman report on this Form 4?

Director John R. Layman reported an acquisition of 1,007 shares of Banner Corp common stock as a restricted stock award under the 2023 Omnibus Incentive Plan. The transaction reflects stock-based compensation rather than an open-market purchase or sale.

Is the Banner Corp (BANR) Form 4 transaction a stock grant or a market trade?

The Form 4 shows a grant of restricted stock, coded "A" for award or other acquisition. It is compensation-related, not an open-market trade, and therefore carries weaker signaling value about Layman’s personal view of the stock price.

When do John R. Layman’s new Banner Corp (BANR) restricted shares vest?

The 1,007 restricted shares granted to John R. Layman vest fully on May 19, 2027. Until that date, the shares are subject to possible forfeiture and limits on transferability under the terms of the 2023 Omnibus Incentive Plan.

What price was used to value the Banner Corp (BANR) restricted stock grant?

The grant is referenced with a value based on the common stock’s closing trading price of $62.89 on the grant date. This price provides the per-share basis for valuing the 1,007-share restricted stock award reported in the filing.

How many Banner Corp (BANR) shares does John R. Layman hold after this Form 4 transaction?

After the award, John R. Layman directly holds 37,566 shares of Banner Corp common stock. This total includes 11,359 shares held through a Deferred Compensation Plan, as disclosed in the Form 4 footnotes.