Banner EVP reports tax-withholding share disposition

Banner Corp Executive VP Jill M. Rice reported a routine tax-withholding share disposition related to equity compensation.

Accepted by SEC EDGAR 04/03/2026 - 01:39 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Banner Corp Executive VP Jill M. Rice reported a routine tax-withholding share disposition related to equity compensation. On April 2, 2026, 229 shares of common stock were relinquished at $60.86 per share to cover tax obligations on the vesting of 581 restricted shares under the 2018 Omnibus Incentive Plan, rather than sold in the open market. Following this, she directly holds 29,227 shares, and an additional 336 shares are held indirectly through a 401(k) plan.

Insider Trade Summary

Exercise Price or Tax Liability: 229 shares

Exercise Price or Tax Liability 1 txn

Insider Rice Jill M

Role Executive VP, Banner Bank

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Common Stock, $0.01 par value per share	229	$60.86	$14K
Holding	Common Stock, $0.01 par value per share	--	--	--

Holdings After Transaction: Common Stock, $0.01 par value per share — 29,227 shares (Direct); Common Stock, $0.01 par value per share — 336 shares (Indirect, By 401(k) Plan)

Footnotes (2)

1. F1. Shares relinquished to cover tax obligations on vesting of 581 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.
2. F2. Market price on April 2, 2026.

Key Figures

Tax-withholding shares: 229 shares Market price per share: $60.86 per share Restricted stock vested: 581 shares +2 more

5 metrics

Tax-withholding shares 229 shares Shares relinquished on April 2, 2026 to cover tax obligations

Market price per share $60.86 per share Price used for tax-withholding disposition on April 2, 2026

Restricted stock vested 581 shares Restricted stock vesting that triggered the tax obligation

Direct holdings after transaction 29,227 shares Common stock directly held by Jill M. Rice after disposition

Indirect 401(k) holdings 336 shares Common stock held indirectly through a 401(k) Plan

Key Terms

tax obligations, restricted stock, 2018 Omnibus Incentive Plan, 401(k) Plan, +1 more

5 terms

tax obligations financial

"Shares relinquished to cover tax obligations on vesting of 581 shares"

restricted stock financial

"on vesting of 581 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan"

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.

2018 Omnibus Incentive Plan financial

"restricted stock pursuant to 2018 Omnibus Incentive Plan"

401(k) Plan financial

"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.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

What insider transaction did BANR executive Jill M. Rice report on this Form 4?

Jill M. Rice reported a tax-withholding disposition of 229 Banner Corp common shares. These shares were relinquished to cover taxes due on vesting restricted stock, not sold on the open market, making it a routine compensation-related event rather than a discretionary trade.

Was the BANR Form 4 transaction an open-market sale of Banner Corp shares?

No, the Form 4 shows no open-market sale. The 229 shares were delivered to satisfy tax obligations on vesting restricted stock under the 2018 Omnibus Incentive Plan, which is recorded with code F and described as payment of tax liability by delivering securities.

How many Banner Corp shares does Jill M. Rice hold after this Form 4 transaction?

After the transaction, Jill M. Rice directly holds 29,227 common shares of Banner Corp. She also has an indirect position of 336 shares held through a 401(k) plan, as disclosed in a separate holding entry on the same Form 4 filing.

What triggered the tax-withholding disposition reported for BANR on April 2, 2026?

The disposition was triggered by the vesting of 581 restricted shares of Banner Corp stock. To cover related tax obligations, 229 of those shares were relinquished at a market price of $60.86 per share, consistent with the 2018 Omnibus Incentive Plan terms.

How is the 401(k) Plan position for BANR shares reported in this Form 4?

The Form 4 lists a separate holding line showing 336 common shares held indirectly through a 401(k) Plan. This entry is coded as indirect ownership and reflects plan holdings rather than a new purchase or sale transaction on the reporting date.

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 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)
04/02/2026

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	04/02/2026		F		229(1)	D	$60.86(2)	29,227	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. Shares relinquished to cover tax obligations on vesting of 581 shares of restricted stock pursuant to 2018 Omnibus Incentive Plan.

2. Market price on April 2, 2026.

	/s/ Richard C. Arnold, attorney-in-fact for Ms. Rice	04/03/2026
	** 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)