Banner Corp EVP receives stock award, covers taxes

Jill M. Rice, Executive VP of Banner Bank, reported the vesting of 1,881 shares of Banner Corp common stock on March 4, 2026 at a market price of $60.87 per share under the 2018 Omnibus Incentive Plan.

Accepted by SEC EDGAR 03/05/2026 - 04:25 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Jill M. Rice, Executive VP of Banner Bank, reported the vesting of 1,881 shares of Banner Corp common stock on March 4, 2026 at a market price of $60.87 per share under the 2018 Omnibus Incentive Plan. On the same date, 830 shares were relinquished to cover tax obligations on this vesting. After these transactions, she holds 24,641 shares directly and 336 shares indirectly through a 401(k) Plan.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

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
Exercise Price or Tax Liability	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 — 24,641 shares (Direct); Common Stock, $0.01 par value per share — 336 shares (Indirect, By 401(k) Plan)

Footnotes (3)

1. F1. 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. F2. Market price on March 4, 2026.
3. F3. Shares relinquished to cover tax obligations on vesting of 1,881 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

Key Figures

Restricted shares vested: 1,881 shares Shares withheld for taxes: 830 shares Market price on vesting date: $60.87 per share +3 more

6 metrics

Restricted shares vested 1,881 shares Shares of common stock vesting on March 4, 2026 under the 2018 Omnibus Incentive Plan

Shares withheld for taxes 830 shares Shares relinquished to cover tax obligations on vesting of 1,881 restricted shares

Market price on vesting date $60.87 per share Market price of Banner Corp common stock on March 4, 2026

Direct holdings after transaction 24,641 shares Direct ownership of Banner Corp common stock reported after March 4, 2026 transactions

Indirect 401(k) holdings 336 shares Indirect ownership through a 401(k) Plan reported after the transactions

Original performance share award 2,613 shares Performance shares originally reported on April 3, 2023 at maximum performance criteria

Key Terms

restricted stock, performance shares, 2018 Omnibus Incentive Plan, 401(k) Plan

4 terms

restricted stock financial

"Shares relinquished to cover tax obligations on vesting of 1,881 shares of restricted stock"

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.

performance shares financial

"This award for 2,613 performance shares was originally reported at the maximum performance criteria"

Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.

2018 Omnibus Incentive Plan financial

"vesting of 1,881 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan"

401(k) Plan financial

"total_shares_following_transaction 336.0000 nature_of_ownership By 401(k) Plan"

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

FAQ

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

What insider stock transaction did BANR executive Jill M. Rice report?

Jill M. Rice reported the vesting of 1,881 shares of Banner Corp common stock on March 4, 2026 at a market price of $60.87 per share, as part of a restricted stock award under the 2018 Omnibus Incentive Plan.

How many BANR shares were withheld for taxes in Jill M. Rice’s transaction?

In connection with the vesting of 1,881 restricted shares, 830 shares of Banner Corp common stock were relinquished to cover tax obligations, consistent with the footnote stating shares were used to satisfy tax liabilities upon vesting.

What are Jill M. Rice’s Banner Corp (BANR) share holdings after these transactions?

Following the March 4, 2026 transactions, Jill M. Rice holds 24,641 Banner Corp shares directly and 336 shares indirectly through a 401(k) Plan, reflecting her reported post-transaction ownership positions in both direct and indirect accounts.

How does this BANR transaction relate to earlier performance share awards?

A prior award for 2,613 performance shares was originally reported at maximum performance criteria. This disclosure supplements that earlier report by noting the actual number of shares that vested based on performance results determined by Banner Corporation’s Compensation Committee.

Were Jill M. Rice’s BANR transactions made under a Rule 10b5-1 trading plan?

The disclosure does not identify these transactions as made under a Rule 10b5-1 trading plan, as the related checkbox affirming a trading plan was not selected, indicating the transactions were not reported as pre-arranged under such a plan.

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^*

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.