Banner Corp EVP uses 149 shares for tax payment

Banner Corp Executive VP Sherrey Luetjen reported a routine tax-withholding transaction involving company stock.

Accepted by SEC EDGAR 04/03/2026 - 01:23 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Banner Corp Executive VP Sherrey Luetjen reported a routine tax-withholding transaction involving company stock. On the vesting of 609 shares of restricted stock under the 2018 Omnibus Incentive Plan, 149 shares of common stock were relinquished to cover tax obligations at a market price of $60.86 per share. Following this non-market disposition, Luetjen directly holds 24,770 shares of Banner Corp common stock.

Insider Trade Summary

Exercise Price or Tax Liability: 149 shares

Exercise Price or Tax Liability 1 txn

Insider Luetjen Sherrey

Role Executive VP

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	149	$60.86	$9K

Holdings After Transaction: Common Stock, $0.01 par value per share — 24,770 shares (Direct)

Footnotes (2)

1. F1. Shares relinquished to cover tax obligations on vesting of 609 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
2. F2. Market price on April 2, 2026.

Key Figures

Shares relinquished: 149 shares Market price per share: $60.86 per share Shares owned after transaction: 24,770 shares +1 more

4 metrics

Shares relinquished 149 shares Tax-withholding disposition on April 2, 2026

Market price per share $60.86 per share Market price on April 2, 2026

Shares owned after transaction 24,770 shares Direct holdings following tax-withholding disposition

Restricted shares vested 609 shares Restricted stock vesting under 2018 Omnibus Incentive Plan

Key Terms

restricted stock, 2018 Omnibus Incentive Plan, tax obligations, tax-withholding disposition

4 terms

restricted stock financial

"vesting of 609 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 609 shares"

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.

FAQ

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

What did Banner Corp (BANR) Executive VP Sherrey Luetjen report on this Form 4?

Sherrey Luetjen reported a tax-withholding disposition of 149 shares of Banner Corp common stock. These shares were relinquished to cover taxes due on the vesting of 609 restricted shares under the company’s 2018 Omnibus Incentive Plan.

Was the Banner Corp (BANR) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 149 shares were surrendered back to the company to satisfy tax obligations tied to the vesting of restricted stock, a common administrative step for equity compensation.

How many Banner Corp (BANR) shares did Sherrey Luetjen relinquish for taxes?

Sherrey Luetjen relinquished 149 shares of Banner Corp common stock. The shares were valued at a market price of $60.86 per share on April 2, 2026, specifically to cover tax obligations on vested restricted stock.

How many Banner Corp (BANR) shares does Sherrey Luetjen own after this Form 4 transaction?

After the tax-withholding disposition, Sherrey Luetjen directly owns 24,770 shares of Banner Corp common stock. This figure reflects her remaining direct holdings following the surrender of 149 shares to satisfy equity-related tax obligations.

What role did the 2018 Omnibus Incentive Plan play in this Banner Corp (BANR) filing?

The 2018 Omnibus Incentive Plan governed the grant and vesting of 609 restricted shares to Sherrey Luetjen. When those restricted shares vested, 149 shares were relinquished to cover the related tax obligations, prompting the Form 4 tax-withholding disclosure.

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^*

Luetjen Sherrey

(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

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		149(1)	D	$60.86(2)	24,770	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 609 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. Luetjen	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)