What was the reference share price used in James M. Costa’s BANR Form 4?

The grants used a reference price of $61.40 per share, described as the closing price on April 1, 2026. Tax-withholding dispositions referenced a market price of $61.34 per share on the same date for valuing the relinquished shares.

Stock awards and tax withholding for Banner Corp (BANR) executive VP

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Banner Corp Executive VP James M. Costa received equity compensation and had shares withheld for taxes. On April 1, 2026, he was granted 3,972 restricted stock units that vest ratably over three years beginning April 1, 2026, and 5,958 performance-based restricted stock units tied to corporate and individual goals through December 31, 2028. Each unit converts into one share of common stock upon vesting and is subject to forfeiture and transfer limits until then. On the same date, 597 shares were relinquished at about $61.34 per share to cover tax obligations on vesting of earlier awards. Following these transactions, he directly held 43,105 shares of Banner Corp common stock.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Costa James M

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Grant/Award	Common Stock, $0.01 par value per share	3,972	$61.40	$244K
Grant/Award	Common Stock, $0.01 par value per share	5,958	$61.40	$366K
Tax Withholding	Common Stock, $0.01 par value per share	307	$61.34	$19K
Tax Withholding	Common Stock, $0.01 par value per share	290	$61.34	$18K

Holdings After Transaction: Common Stock, $0.01 par value per share — 37,744 shares (Direct)

Footnotes (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. Closing price on April 1, 2026. 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. Shares relinquished to cover tax obligations on vesting of 1,229 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan. Market price on April 1, 2026 Shares relinquished to cover tax obligations on vesting of 1,160 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

Key Figures

Time-based RSU grant: 3,972 units Performance RSU grant: 5,958 units Total RSUs granted: 9,930 units +4 more

7 metrics

Time-based RSU grant 3,972 units Restricted stock units vesting ratably over three years from April 1, 2026

Performance RSU grant 5,958 units Performance-based units contingent on goals through December 31, 2028

Total RSUs granted 9,930 units Sum of April 1, 2026 restricted stock unit awards

Grant price reference $61.40 per share Closing price on April 1, 2026 used for awards

Shares withheld for taxes 597 shares Shares relinquished to cover tax obligations on vesting awards

Tax withholding price $61.34 per share Market price on April 1, 2026 for tax-related share relinquishment

Shares held after transactions 43,105 shares Direct ownership of Banner Corp common stock after April 1, 2026

Key Terms

restricted stock unit, 2023 Omnibus Incentive Plan, performance goals, forfeiture, +2 more

6 terms

restricted stock unit financial

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

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

2023 Omnibus Incentive Plan financial

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

performance goals financial

"subject to the achievement of specified corporate and individual performance goals over a period that began on January 1, 2026..."

Performance goals are specific, measurable targets a company sets for financial results, operational milestones, or individual roles—examples include revenue, profit, production levels, or completion of a project. They matter to investors because meeting or missing these targets influences management pay, future forecasts, deal-related payments and market confidence; think of them as a scoreboard that helps outsiders judge whether the business is performing as promised.

forfeiture financial

"These restricted stock units are subject to forfeiture and to limits on transferability until they vest."

tax obligations financial

"Shares relinquished to cover tax obligations on vesting of 1,229 shares of restricted stock..."

Omnibus Incentive Plan financial

"Shares relinquished to cover tax obligations on vesting of 1,160 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan."

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 04:52 PM

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^*

Costa James M

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value per share	04/01/2026		A		3,972⁽¹⁾	A	$61.4⁽²⁾	37,744	D
Common Stock, $0.01 par value per share	04/01/2026		A		5,958⁽³⁾	A	$61.4⁽²⁾	43,702	D
Common Stock, $0.01 par value per share	04/01/2026		F		307⁽⁴⁾	D	$61.34⁽⁵⁾	43,395	D
Common Stock, $0.01 par value per share	04/01/2026		F		290⁽⁶⁾	D	$61.34⁽⁵⁾	43,105	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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. Shares relinquished to cover tax obligations on vesting of 1,229 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

5. Market price on April 1, 2026

6. Shares relinquished to cover tax obligations on vesting of 1,160 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

	/s/ Richard C. Arnold, attorney-in-fact for Mr. Costa	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)

Source: View Original Filing on SEC EDGAR

FAQ

What equity awards did James M. Costa receive from BANR on April 1, 2026?

James M. Costa received two restricted stock unit awards totaling 9,930 units. One grant of 3,972 units vests over three years, while 5,958 performance-based units vest depending on corporate and individual goals through December 31, 2028.

How do James M. Costa’s new restricted stock units in BANR vest?

One award of 3,972 restricted stock units vests ratably over three years beginning April 1, 2026. The 5,958 performance-based units vest only if specified corporate and individual performance goals are achieved for the period ending December 31, 2028.

Why were some BANR shares disposed of in James M. Costa’s Form 4?

A total of 597 shares were relinquished to cover tax obligations on vesting restricted stock. Specifically, 307 shares related to 1,229 vested shares and 290 shares related to 1,160 vested shares, all under Banner’s 2018 Omnibus Incentive Plan.

How many BANR shares does James M. Costa hold after these transactions?

After the April 1, 2026 transactions, James M. Costa directly holds 43,105 shares of Banner Corp common stock. This figure reflects both the new restricted stock unit awards and the shares relinquished to satisfy tax obligations on vesting awards.

Are James M. Costa’s new BANR restricted stock units immediately transferable?

The restricted stock units are not immediately transferable. They are subject to forfeiture and limits on transferability until they vest, at which point each vested restricted stock unit converts into one share of Banner Corp common stock for the executive.