Banner CEO awarded 13,501 shares, 3,289 withheld

Banner Corp President and CEO Mark J. Grescovich received an equity award of 13,501 common shares at a market price of $60.87 per share, tied to performance shares originally reported at 18,753.

Rhea-AI Filing Summary

Banner Corp President and CEO Mark J. Grescovich received an equity award of 13,501 common shares at a market price of $60.87 per share, tied to performance shares originally reported at 18,753. On vesting, 3,289 shares were relinquished to cover tax obligations, leaving 242,818 shares held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider GRESCOVICH MARK J

Role President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	13,501	$60.87	$822K
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	3,289	$60.87	$200K

Holdings After Transaction: Common Stock, $0.01 par value per share — 242,818 shares (Direct)

Footnotes (3)

1. F1. This award for 18,753 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. F2. Market price on March 4, 2026.
3. F3. Shares relinquished to cover tax obligation on vesting of 13,501 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

FAQ

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

What insider transactions did BANR CEO Mark J. Grescovich report?

Mark J. Grescovich reported an award of 13,501 shares of Banner Corp common stock and a related tax-withholding disposition of 3,289 shares. These transactions reflect vesting and tax coverage under the company’s equity incentive arrangements, not open-market buying or selling activity.

How many Banner Corp (BANR) shares does the CEO own after this Form 4?

After these transactions, Mark J. Grescovich directly holds 242,818 shares of Banner Corp common stock. This figure reflects the vesting of 13,501 shares and the relinquishment of 3,289 shares to satisfy tax obligations tied to the restricted stock vesting.

What was the price used for the BANR CEO’s March 4, 2026 equity award?

The equity award and related tax-withholding transaction for Mark J. Grescovich used a market price of $60.87 per Banner Corp share on March 4, 2026. This price anchors both the 13,501-share award and the 3,289-share tax-relief disposition.

Were BANR CEO Mark J. Grescovich’s shares sold in the open market?

No. The 3,289 shares reported as a disposition were relinquished to cover tax obligations on vesting of restricted stock under the 2018 Omnibus Incentive Plan. The Form 4 describes this as a tax-withholding disposition, not an open-market sale.

What performance share award underlies this BANR Form 4 filing?

The filing notes an original award of 18,753 performance shares reported on April 3, 2023 at maximum performance criteria. The current report supplements that disclosure by stating the actual number of shares that vested based on performance results determined by Banner’s Compensation Committee.

How does the tax withholding affect BANR CEO’s net share increase?

The CEO received 13,501 vested shares and relinquished 3,289 shares to satisfy tax obligations, resulting in a net increase in directly held shares. Following these equity-related movements, his direct ownership stands at 242,818 shares of Banner Corp common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/05/2026 - 03:35 PM Learn about SEC filing dates

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^*

GRESCOVICH MARK J

(Last) (First) (Middle)

10 SOUTH FIRST AVE.

(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)
	President and CEO

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		13,501(1)	A	$60.87(2)	246,107	D
Common Stock, $0.01 par value per share	03/04/2026		F		3,289(3)	D	$60.87(2)	242,818	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 18,753 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 obligation on vesting of 13,501 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Mr. Grescovich	03/05/2026
	** 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.