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Banner Corp (BANR) exec gets 1,881-share award, surrenders 830 for tax

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Banner Corp executive Jill M. Rice, Executive VP of Banner Bank, reported equity transactions in Banner Corp common stock on March 4, 2026.

She received a grant/award of 1,881 shares of common stock at a market price of $60.87 per share, increasing her directly held position to 25,471 shares. A separate transaction shows 830 shares of common stock disposed of at $60.87 per share as a tax-withholding disposition to cover tax obligations on the vesting of 1,881 shares of restricted stock under the 2018 Omnibus Incentive Plan. A footnote explains this supplements an earlier award for 2,613 performance shares to reflect the actual number that vested based on performance results. Rice also has 336 shares held indirectly through a 401(k) plan.

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Insider Rice Jill M
Role Executive VP, Banner Bank
Type Security Shares Price Value
Grant/Award Common Stock, $0.01 par value per share 1,881 $60.87 $114K
Tax Withholding Common Stock, $0.01 par value per share 830 $60.87 $51K
holding Common Stock, $0.01 par value per share -- -- --
Holdings After Transaction: Common Stock, $0.01 par value per share — 25,471 shares (Direct); Common Stock, $0.01 par value per share — 336 shares (Indirect, By 401(k) Plan)
Footnotes (1)
  1. This award for 2,613 performance shares was originally reported on April 3, 2023 at the maximum performance criteria. This supplements that filing to note the actual number of shares that vested based on the performance results as determined by Banner Corporation's Compensation Committee. Market price on March 4, 2026. Shares relinquished to cover tax obligations on vesting of 1,881 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
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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*
Rice Jill M
(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)
Executive VP, Banner Bank
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 1,881(1) A $60.87(2) 25,471 D
Common Stock, $0.01 par value per share 03/04/2026 F 830(3) D $60.87(2) 24,641 D
Common Stock, $0.01 par value per share 336 I By 401(k) Plan
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 2,613 performance shares was originally reported on April 3, 2023 at the maximum performance criteria. This supplements that filing to note 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 obligations on vesting of 1,881 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
/s/ Richard C. Arnold, attorney-in-fact for Ms. Rice 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Jill M. Rice report for BANR on March 4, 2026?

Jill M. Rice reported a grant or award of 1,881 shares of Banner Corp common stock and a separate tax-withholding disposition of 830 shares, both at $60.87 per share, with additional indirect holdings in a 401(k) plan.

How many Banner Corp shares did BANR executive Jill M. Rice hold after these Form 4 transactions?

After the reported transactions, Jill M. Rice directly held 24,641 shares of Banner Corp common stock and indirectly held 336 shares through a 401(k) plan, according to the Form 4 ownership totals reported for March 4, 2026.

What was the nature of the 1,881-share transaction reported by BANR executive Jill M. Rice?

The 1,881-share transaction was a grant, award, or other acquisition of Banner Corp common stock, reported with transaction code A, at a market price of $60.87 per share, increasing Jill M. Rice’s directly owned Banner Corp shares.

Why did Jill M. Rice dispose of 830 Banner Corp shares in the Form 4 filing?

The 830 shares were relinquished as a tax-withholding disposition to cover tax obligations on the vesting of 1,881 shares of restricted stock under Banner Corp’s 2018 Omnibus Incentive Plan, at a market price of $60.87 per share.

What do the performance share footnotes reveal in the BANR Form 4 for Jill M. Rice?

The footnotes explain an award for 2,613 performance shares was originally reported at maximum criteria, and this filing supplements that by stating the actual number of shares that vested based on performance results, as determined by Banner Corporation’s Compensation Committee.

How are Jill M. Rice’s indirect Banner Corp holdings reported in the Form 4?

The Form 4 reports 336 shares of Banner Corp common stock held indirectly for Jill M. Rice through a 401(k) plan, identified as indirect ownership with nature of ownership labelled “By 401(k) Plan” as of the March 4, 2026 reporting date.