Banner Corp EVP receives stock awards, covers taxes

Banner Corp Executive VP Karen Harrison received several stock-based compensation awards on April 1, 2026 and surrendered shares to pay related taxes.

Rhea-AI Filing Summary

Banner Corp Executive VP Karen Harrison received several stock-based compensation awards on April 1, 2026 and surrendered shares to pay related taxes. She was granted 1,397, 2,095 and 1,681 restricted stock units under the 2023 Omnibus Incentive Plan at a reference price of $61.40 per share, with time- and performance-based vesting. She also relinquished 183 and 135 shares at about $61.34 each to cover tax obligations on previously vested restricted stock, and now directly holds 13,797 common shares.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Harrison Karen

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	1,397	$61.40	$86K
Grant/Award	Common Stock, $0.01 par value per share	2,095	$61.40	$129K
Grant/Award	Common Stock, $0.01 par value per share	1,681	$61.40	$103K
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	183	$61.34	$11K
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	135	$61.34	$8K

Holdings After Transaction: Common Stock, $0.01 par value per share — 13,797 shares (Direct)

Footnotes (7)

1. F1. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period beginning on April 1, 2026 and ending on the third anniversary thereof. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.
2. F2. Closing price on April 1, 2026.
3. F3. Represents award pursuant to 2023 Omnibus Incentive Plan and is subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026 and ends on December 31, 2028. The extent to which the award vests, if at all, depends on the extent to which the performance goals are satisfied. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.
4. F4. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest over a one-year period beginning on April 1, 2026 and ending on the first anniversary thereof. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.
5. F5. Shares relinquished to cover tax obligations on vesting of 567 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.
6. F6. Market price on April 1, 2026.
7. F7. Shares relinquished to cover tax obligations on vesting of 418 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

Key Figures

Time-vest RSU grant 1: 1,397 units at $61.40 Performance-based RSU grant: 2,095 units at $61.40 One-year RSU grant: 1,681 units at $61.40 +3 more

6 metrics

Time-vest RSU grant 1 1,397 units at $61.40 Restricted stock units under 2023 Omnibus Incentive Plan

Performance-based RSU grant 2,095 units at $61.40 Subject to goals from Jan 1, 2026 to Dec 31, 2028

One-year RSU grant 1,681 units at $61.40 Vests over one year from April 1, 2026

Tax-withholding disposition 1 183 shares at $61.34 To cover taxes on vesting of 567 restricted shares

Tax-withholding disposition 2 135 shares at $61.34 To cover taxes on vesting of 418 restricted shares

Shares owned after transactions 13,797 shares Direct common stock holdings after April 1, 2026 activity

Key Terms

restricted stock units, 2023 Omnibus Incentive Plan, 2018 Omnibus Incentive Plan, tax obligations, +1 more

5 terms

restricted stock units financial

"Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2023 Omnibus Incentive Plan financial

"Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period..."

2018 Omnibus Incentive Plan financial

"Shares relinquished to cover tax obligations on vesting of 567 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan."

tax obligations financial

"Shares relinquished to cover tax obligations on vesting of 567 shares of restricted stock..."

vesting financial

"shares vest ratably over a three-year period beginning on April 1, 2026 and ending on the third anniversary thereof."

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

What insider transactions did Banner Corp (BANR) report for Karen Harrison?

Banner Corp reported that Executive VP Karen Harrison received multiple restricted stock unit awards and relinquished shares to cover tax obligations. All transactions involved common stock and stock-based compensation, rather than open-market purchases or sales, on April 1, 2026.

How many restricted stock units did BANR grant to Karen Harrison?

Karen Harrison received grants of 1,397, 2,095 and 1,681 restricted stock units. These awards were made under Banner Corp’s 2023 Omnibus Incentive Plan and each unit represents the right to receive one share of common stock upon vesting, subject to forfeiture and transfer limits.

What are the vesting terms of Karen Harrison’s new BANR equity awards?

One RSU grant vests ratably over three years starting April 1, 2026, another vests over one year from the same date, and a performance-based grant vests depending on meeting specified corporate and individual goals between January 1, 2026 and December 31, 2028.

Were any of Karen Harrison’s BANR transactions open-market buys or sells?

No. The Form 4 shows award-type acquisitions coded “A” and tax-withholding dispositions coded “F”. The dispositions reflect shares relinquished to cover tax obligations on vesting restricted stock, not open-market purchases or sales of Banner Corp shares.

How many Banner Corp shares does Karen Harrison own after these transactions?

Following the reported grants and tax-withholding dispositions, Karen Harrison directly owns 13,797 shares of Banner Corp common stock. This figure reflects her updated direct holdings after all April 1, 2026 equity compensation and related tax transactions.

What prices were used for Karen Harrison’s BANR equity awards and tax withholdings?

The RSU awards reference a closing price of $61.40 per share on April 1, 2026. Shares relinquished to cover tax obligations on vested restricted stock used a market price of $61.34 per share on the same date, according to the Form 4 footnotes.

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

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 04/02/2026 - 03:24 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^*

Harrison Karen

(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)
04/01/2026

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	04/01/2026		A		1,397(1)	A	$61.4(2)	10,339	D
Common Stock, $0.01 par value per share	04/01/2026		A		2,095(3)	A	$61.4(2)	12,434	D
Common Stock, $0.01 par value per share	04/01/2026		A		1,681(4)	A	$61.4(2)	14,115	D
Common Stock, $0.01 par value per share	04/01/2026		F		183(5)	D	$61.34(6)	13,932	D
Common Stock, $0.01 par value per share	04/01/2026		F		135(7)	D	$61.34(6)	13,797	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 pursuant to 2023 Omnibus Incentive Plan; shares vest ratably over a three-year period beginning on April 1, 2026 and ending on the third anniversary thereof. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.

2. Closing price on April 1, 2026.

3. Represents award pursuant to 2023 Omnibus Incentive Plan and is subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026 and ends on December 31, 2028. The extent to which the award vests, if at all, depends on the extent to which the performance goals are satisfied. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.

4. Represents award pursuant to 2023 Omnibus Incentive Plan; shares vest over a one-year period beginning on April 1, 2026 and ending on the first anniversary thereof. Each restricted stock unit represents the right to receive one share of the Issuer's Common Stock upon vesting. These restricted stock units are subject to forfeiture and to limits on transferability until they vest.

5. Shares relinquished to cover tax obligations on vesting of 567 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

6. Market price on April 1, 2026.

7. Shares relinquished to cover tax obligations on vesting of 418 shares of restricted stock pursuant to the 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Harrison	04/02/2026
	** 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)